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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2012

Commission File Number 000-50335

GRAPHIC

DTS, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  77-0467655
(I.R.S. Employer
Identification No.)

5220 Las Virgenes Road
Calabasas, California 91302
(Address of principal executive
offices and zip code)

 

(818) 436-1000
(Registrant's telephone number,
including area code)



         Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer ý   Non-accelerated filer o
(Do not check if a smaller
reporting company)
  Smaller reporting company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

         As of April 27, 2012 a total of 16,505,484 shares of the Registrant's Common Stock, $0.0001 par value, were outstanding.

   


Table of Contents

DTS, INC.
FORM 10-Q
TABLE OF CONTENTS

PART I   FINANCIAL INFORMATION     1  

Item 1.

 

Financial Statements (unaudited):

 

 

1

 

 

 

Consolidated Balance Sheets

 

 

1

 

 

 

Consolidated Statements of Income

 

 

2

 

 

 

Consolidated Statements of Comprehensive Income

 

 

3

 

 

 

Consolidated Statements of Cash Flows

 

 

4

 

 

 

Notes to Consolidated Financial Statements

 

 

5

 

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

 

14

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

 

20

 

Item 4.

 

Controls and Procedures

 

 

21

 

PART II.

 

OTHER INFORMATION

 

 

22

 

Item 1.

 

Legal Proceedings

 

 

22

 

Item 1A.

 

Risk Factors

 

 

22

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

40

 

Item 3.

 

Defaults Upon Senior Securities

 

 

40

 

Item 4.

 

Mine Safety Disclosures

 

 

40

 

Item 5.

 

Other Information

 

 

40

 

Item 6.

 

Exhibits

 

 

41

 

SIGNATURES

 

 

43

 

Table of Contents


DTS, INC.

PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

        


DTS, INC.

CONSOLIDATED BALANCE SHEETS

 
  As of
March 31,
2012
  As of
December 31,
2011
 
 
  (Unaudited)
(Amounts in thousands,
except per share amounts)

 

ASSETS

             

Current assets:

             

Cash and cash equivalents

  $ 37,564   $ 46,944  

Short-term investments

    41,508     38,697  

Accounts receivable, net of allowance for doubtful accounts of $252 and $251 at March 31, 2012 and December 31, 2011, respectively

    6,744     5,322  

Deferred income taxes

    1,290     1,296  

Prepaid expenses and other current assets

    1,909     1,823  

Income taxes receivable, net

    2,320     2,591  
           

Total current assets

    91,335     96,673  

Property and equipment, net

    32,082     32,800  

Intangible assets, net

    6,377     6,549  

Goodwill

    1,257     1,257  

Deferred income taxes

    14,232     13,574  

Long-term investments

    18,531     6,922  

Other assets

    2,291     1,695  
           

Total assets

  $ 166,105   $ 159,470  
           

LIABILITIES AND STOCKHOLDERS' EQUITY

             

Current liabilities:

             

Accounts payable

  $ 1,735   $ 1,056  

Accrued expenses

    4,724     3,605  

Deferred revenue

    485     1,121  
           

Total current liabilities

    6,944     5,782  

Other long-term liabilities

    8,169     7,886  

Commitments and contingencies (Note 5)

             

Stockholders' equity:

             

Preferred stock—$0.0001 par value, 5,000 shares authorized at March 31, 2012 and December 31, 2011; no shares issued and outstanding

         

Common stock—$0.0001 par value, 70,000 shares authorized at March 31, 2012 and December 31, 2011; 20,571 and 20,536 shares issued at March 31, 2012 and December 31, 2011, respectively; 16,500 and 16,536 shares outstanding at March 31, 2012 and December 31, 2011, respectively

    3     3  

Additional paid-in capital

    195,962     192,819  

Treasury stock, at cost—4,072 and 4,000 shares at March 31, 2012 and December 31, 2011, respectively

    (109,257 )   (107,222 )

Accumulated other comprehensive income

    681     644  

Retained earnings

    63,603     59,558  
           

Total stockholders' equity

    150,992     145,802  
           

Total liabilities and stockholders' equity

  $ 166,105   $ 159,470  
           

   

See accompanying notes to consolidated financial statements.

1


Table of Contents


DTS, INC.

CONSOLIDATED STATEMENTS OF INCOME

 
  For the Three Months
Ended March 31,
 
 
  2012   2011  
 
  (Unaudited)
(Amounts in thousands,
except per share amounts)

 

Revenue

  $ 26,885   $ 26,779  

Cost of revenue

    194     211  
           

Gross profit

    26,691     26,568  

Operating expenses:

             

Selling, general and administrative

    15,283     13,949  

Research and development

    4,510     3,252  
           

Total operating expenses

    19,793     17,201  
           

Operating income

    6,898     9,367  

Interest and other income (expense), net

    (88 )   (74 )
           

Income before provision for income taxes

    6,810     9,293  

Provision for income taxes

    2,765     3,604  
           

Net income

  $ 4,045   $ 5,689  
           

Net income per common share:

             

Basic

  $ 0.25   $ 0.33  
           

Diluted

  $ 0.24   $ 0.32  
           

Weighted average shares used to compute net income per common share:

             

Basic

    16,465     17,205  
           

Diluted

    16,933     17,903  
           

   

See accompanying notes to consolidated financial statements.

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DTS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
  For the Three Months
Ended March 31,
 
 
  2012   2011  
 
  (Unaudited)
(Amounts in thousands)

 

Net income

  $ 4,045   $ 5,689  

Other comprehensive income (loss), net of tax:

             

Foreign currency translation adjustments, net

    39     38  

Other, net

    (2 )    
           

Total comprehensive income

  $ 4,082   $ 5,727  
           

   

See accompanying notes to consolidated financial statements.

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DTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 
  For the Three Months
Ended March 31,
 
 
  2012   2011  
 
  (Unaudited)
(Amounts in thousands)

 

Cash flows from operating activities:

             

Net income

  $ 4,045   $ 5,689  

Adjustments to reconcile net income to net cash provided by operating activities:

             

Depreciation and amortization

    1,333     1,263  

Stock-based compensation charges

    2,598     1,972  

Deferred income taxes

    (652 )   507  

Tax benefits from stock-based awards

    1,010     182  

Excess tax benefits from stock-based awards

    (1,136 )   (138 )

Other

    56     150  

Changes in operating assets and liabilities:

             

Accounts receivable

    (2,022 )   (1,737 )

Prepaid expenses and other assets

    (82 )   (698 )

Accounts payable, accrued expenses and other liabilities

    2,032     (1,992 )

Deferred revenue

    (636 )   (1,027 )

Income taxes receivable

    271     (307 )
           

Net cash provided by operating activities

    6,817     3,864  
           

Cash flows from investing activities:

             

Purchases of held-to-maturity investments

    (3,335 )   (21,159 )

Purchases of available-for-sale investments

    (31,105 )    

Maturities of held-to-maturity investments

    12,720     18,995  

Maturities of available-for-sale investments

    7,300      

Purchase of property and equipment

    (311 )   (355 )

Purchase of intangible assets

    (102 )   (140 )
           

Net cash used in investing activities

    (14,833 )   (2,659 )
           

Cash flows from financing activities:

             

Proceeds from the issuance of common stock under stock-based compensation plans

    456     1,478  

Repurchase and retirement of common stock for restricted stock tax
withholdings

    (921 )   (1,430 )

Excess tax benefits from stock-based awards

    1,136     138  

Purchase of treasury stock

    (2,035 )    
           

Net cash provided by (used in) financing activities

    (1,364 )   186  
           

Net increase (decrease) in cash and cash equivalents

    (9,380 )   1,391  

Cash and cash equivalents, beginning of period

    46,944     41,744  
           

Cash and cash equivalents, end of period

  $ 37,564   $ 43,135  
           

   

See accompanying notes to consolidated financial statements.

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DTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in thousands, except per share data)

Note 1—Basis of Presentation

        The accompanying unaudited consolidated financial statements of DTS, Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position at March 31, 2012, and the results of operations and cash flows for the periods presented. All significant intercompany transactions have been eliminated in consolidation. Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2012. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011, filed on March 2, 2012.

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Pending Acquisition of SRS Lab, Inc.

        On April 16, 2012, the Company, DTS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), DTS LLC, a single member Delaware limited liability company and a wholly owned subsidiary of the Company ("Merger LLC"), and SRS Labs, Inc., a Delaware corporation ("SRS") entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into SRS, with SRS surviving as a wholly owned subsidiary of the Company, and immediately thereafter, SRS will merge with and into Merger LLC, with Merger LLC surviving as a wholly owned subsidiary of the Company (together, the "Merger"). For additional information, refer to Footnote 10 of the consolidated financial statements, "Subsequent Events."

        All discussions and amounts in the consolidated financial statements and related notes exclude the financial condition and results of operations of SRS.

Note 2—Cash and Investments

        Cash and investments consist of the following:

        The Company had no material gross realized or unrealized holding gains or losses from its investments in securities classified as available-for-sale or held-to-maturity for the periods presented within this quarterly report.

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DTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Amounts in thousands, except per share data)

Note 2—Cash and Investments (Continued)

        The contractual maturities of investments at March 31, 2012 are as follows:

 
  As of
March 31,
2012
  As of
December 31,
2011
 

Cash and cash equivalents:

             

Cash

  $ 13,372   $ 11,330  

Money market accounts

    24,192     35,383  

Municipal securities

        231  
           

Total cash and cash equivalents

  $ 37,564   $ 46,944  
           

Short-term investments:

             

Available-for-sale securities:

             

Commercial paper

  $ 2,036   $  

U.S. government and agency securities

    19,109     11,391  

Municipal securities

    7,883     4,329  

Held-to-maturity securities:

             

Certificates of deposit

    724     1,543  

Commercial paper

    430     429  

U.S. government and agency securities

    2,010     11,628  

Municipal securities

    9,316     9,377  
           

Total short-term investments

  $ 41,508   $ 38,697  
           

Long-term investments:

             

Available-for-sale securities:

             

U.S. government and agency securities

  $ 14,506   $ 4,010  

Held-to-maturity securities:

             

Certificates of deposit

    391      

Municipal securities

    3,634     2,912  
           

Total long-term investments

  $ 18,531   $ 6,922  
           

        The Company had no material gross realized or unrealized holding gains or losses from its investments in securities classified as available-for-sale or held-to-maturity for the periods presented within this quarterly report.

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DTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Amounts in thousands, except per share data)

Note 2—Cash and Investments (Continued)

        The contractual maturities of investments at March 31, 2012 are as follows:

Available-for-sale securities:

             

Due within one year

  $ 29,028        

Due after one year and through five years

    14,506        
             

    43,534        

Held-to-maturity securities:

             

Due within one year

    12,480        

Due after one year and through five years

    4,025        
             

    16,505        
             

Total investments

  $ 60,039        
             

        For additional information on investments classified as available-for-sale, refer to Footnote 3 of the consolidated financial statements, "Fair Value Measurements."

Note 3—Fair Value Measurements

        The Company purchased and classified certain investments as available-for-sale, and thus, these securities are required to be measured at fair value on a recurring basis. All other investments are classified as held-to-maturity and reported at amortized cost.

        The Company obtained the fair value of its available-for-sale securities, which are not in active markets, from a third-party professional pricing service using quoted market prices for identical or comparable instruments, rather than direct observations of quoted prices in active markets. The Company's professional pricing service gathers observable inputs for all of its fixed income securities from a variety of industry data providers (e.g. large custodial institutions) and other third-party sources. Once the observable inputs are gathered, all data points are considered and the fair value is determined.

        The Company validates the quoted market prices provided by its primary pricing service by comparing their assessment of the fair values against the fair values provided by its investment managers. The Company's investment managers use similar techniques to its professional pricing service to derive pricing as described above.

        As all significant inputs were observable, derived from observable information in the marketplace or supported by observable levels at which transactions are executed in the marketplace, the Company has classified its available-for-sale securities within Level 2 of the fair value hierarchy as of March 31, 2012 and December 31, 2011.

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DTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Amounts in thousands, except per share data)

Note 3—Fair Value Measurements (Continued)

        The Company's financial assets, measured at fair value on a recurring basis as of March 31, 2012 and December 31, 2011, were as follows:

 
   
  Fair Value Measurements at
Reporting Date Using
 
Available-for-sale securities
  Total   Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 

As of March 31, 2012

                         

Commercial paper

  $ 2,036   $   $ 2,036   $  

U.S. government and agency securities

    33,615         33,615      

Municipal securities

    7,883         7,883      
                   

  $ 43,534   $   $ 43,534   $  
                   

As of December 31, 2011

                         

U.S. government and agency securities

  $ 15,401   $   $ 15,401   $  

Municipal securities

    4,329         4,329      
                   

  $ 19,730   $   $ 19,730   $  
                   

Note 4—Property and Equipment

        Property and equipment consist of the following:

 
  As of
March 31,
2012
  As of
December 31,
2011
 

Land

  $ 6,600   $ 6,600  

Building and improvements

    21,233     21,233  

Machinery and equipment

    3,687     3,481  

Office furniture and fixtures

    5,541     5,445  

Leasehold improvements

    2,393     2,386  

Software

    5,922     5,959  
           

    45,376     45,104  

Less: Accumulated depreciation

    (13,294 )   (12,304 )
           

Property and equipment, net

  $ 32,082   $ 32,800  
           

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DTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Amounts in thousands, except per share data)

Note 5—Commitments and Contingencies

Indemnities, Commitments and Guarantees

        In the normal course of business, the Company makes certain indemnities, commitments and guarantees under which the Company may be required to make payments in relation to certain transactions. These indemnities, commitments and guarantees include, among others, intellectual property indemnities to customers in connection with the sale of products and licensing of technologies, indemnities for liabilities associated with the infringement of other parties' technology based upon the Company's products and technologies, guarantees of timely performance of the Company's obligations, and indemnities to the Company's directors and officers to the maximum extent permitted by law. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. The majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments that the Company could be obligated to make. The Company has not recorded a liability for these indemnities, commitments or guarantees in the accompanying consolidated balance sheets, as future payment is currently not probable.

Note 6—Income Taxes

        For the three months ended March 31, 2012, the Company recorded an income tax provision of $2,765 on pre-tax income of $6,810, which resulted in an annualized effective tax rate of 41%. This rate differed from the U.S. statutory rate of 35% primarily due to state income taxes, reserves for U.S. federal and state tax audits and certain non-deductible transaction costs associated with our pending acquisition of SRS, partially offset by the effects of foreign operations, as the tax rates for the Company's foreign operations are generally lower than the U.S. statutory rate.

        Other long-term liabilities at March 31, 2012 and December 31, 2011, included unrecognized tax benefits of $7,735 and $7,459, respectively, which was recorded in other long-term liabilities. The net increase of $276 was primarily due to uncertainties relating to the Company's transfer pricing with its foreign licensing subsidiary and California income apportionment methodology, partially offset by the reversal of reserves for a U.S. federal audit issue that has been effectively settled. The Company believes that its accruals for uncertain tax positions are adequate for all open years, based on the assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. Inherent uncertainties exist in estimating accruals for uncertain tax positions due to the progress of income tax audits and changes in tax law, both legislated and concluded through the various jurisdictions' tax court systems.

        The Company may, from time to time, be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to the Company's financial results. In accordance with the Company's accounting policy, interest expense and penalties related to income taxes are included in income tax expense.

        The Company, or one of its subsidiaries, files income tax returns in the U.S. and other foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal income tax examinations by tax authorities for the years prior to 2007. The Internal Revenue Service ("IRS") is examining the Company's 2007 federal income tax return, including certain prior period carryforwards. In addition, the California Franchise Tax Board ("FTB") is conducting a state tax examination for the

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DTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Amounts in thousands, except per share data)

Note 6—Income Taxes (Continued)

years 2004 and 2005. The Company disagrees with and has protested certain adjustments proposed by the IRS and FTB, and thus, has filed separate appeals. The timing of the ultimate resolution of these matters cannot be reasonably estimated.

        Licensing revenue is recognized gross of withholding taxes that are remitted by the Company's licensees directly to their local tax authorities. For the three months ended March 31, 2012 and 2011, withholding taxes were $1,250 and $1,684, respectively.

Note 7—Geographic Information

        The Company's revenue by geographical area, based on the customer's country of domicile, was as follows:

 
  For the Three Months Ended March 31,  
 
  2012   2011  

United States

  $ 4,246   $ 2,863  

International

    22,639     23,916  
           

Total revenue

  $ 26,885   $ 26,779  
           

        The following table sets forth net long-lived tangible assets by geographic area:

 
  As of
March 31,
2012
  As of
December 31,
2011
 

United States

  $ 29,930   $ 30,496  

International

    2,152     2,304  
           

Total long-lived tangible assets, net

  $ 32,082   $ 32,800  
           

Note 8—Net Income Per Common Share

        Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is calculated by dividing net income by the sum of the weighted average number of common shares outstanding plus the dilutive effect of unvested restricted stock, outstanding stock options and the employee stock purchase plan ("ESPP") using the "treasury stock" method.

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DTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Amounts in thousands, except per share data)

Note 8—Net Income Per Common Share (Continued)

        The following table sets forth the computation of basic and diluted net income per common share:

 
  For the Three Months
Ended March 31,
 
 
  2012   2011  

Basic net income per common share:

             

Numerator:

             

Net income

  $ 4,045   $ 5,689  
           

Denominator:

             

Weighted average common shares outstanding

    16,465     17,205  
           

Basic net income per common share

  $ 0.25   $ 0.33  
           

Diluted net income per common share:

             

Numerator:

             

Net income

  $ 4,045   $ 5,689  
           

Denominator:

             

Weighted average shares outstanding

    16,465     17,205  

Effect of dilutive securities:

             

Common stock options

    387     572  

Restricted stock

    80     121  

ESPP

    1     5  
           

Diluted shares outstanding

    16,933     17,903  
           

Diluted net income per common share

  $ 0.24   $ 0.32  
           

        For the three months ended March 31, 2012 and 2011, 1,001 and 130 shares, respectively, of the Company's stock options and restricted stock were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

Note 9—Common Stock Repurchases

        In February 2012, the Company's Board of Directors authorized, subject to certain business and market conditions, the purchase of up to 2,000 shares of the Company's common stock in the open market or in privately negotiated transactions. As of March 31, 2012, the Company has repurchased 72 shares of its common stock, for an aggregate of $2,035, under this authorization.

        All shares repurchased under this authorization are accounted for as treasury stock.

Note 10—Subsequent Events

The Merger Agreement

        On April 16, 2012, the Company, DTS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, DTS LLC, a single member Delaware limited liability company and

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DTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Amounts in thousands, except per share data)

Note 10—Subsequent Events (Continued)

a wholly owned subsidiary of the Company, and SRS Labs, Inc., a Delaware corporation entered into an Agreement and Plan of Merger and Reorganization. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into SRS, with SRS surviving as a wholly owned subsidiary of the Company, and immediately thereafter, SRS will merge with and into Merger LLC, with Merger LLC surviving as a wholly owned subsidiary of the Company.

        At the effective time of the Merger, each outstanding share of SRS common stock will be converted into the right to receive (i) $9.50 in cash (the "Cash Consideration"), (ii) 0.31127 shares of the Company's common stock (the "Stock Consideration") or (iii) a combination of both cash and shares of common stock in certain circumstances. In total, the combination of cash and shares is expected to be approximately $148,000 (including payout to holders of SRS options and restricted stock units). SRS stockholders may elect to receive their payment in cash or stock, subject to the requirement that the Cash Consideration and the Stock Consideration will each equal 50% of the aggregate consideration paid for the SRS common stock, with shares of the Company's common stock valued at $30.52 per share for purposes of this calculation. No fractional shares of the Company's common stock will be issued in the Merger, with holders receiving cash (without interest) in lieu of fractional shares. At the effective time of the Merger, each outstanding stock option to acquire SRS common stock will fully vest and become exercisable, and to the extent not exercised prior to the effective time, will be canceled in exchange for the right to receive a cash payment equal to the product of (i) the excess, if any, of the Cash Consideration over the exercise price of each such option and (ii) the number of shares of SRS common stock underlying such option. Outstanding SRS restricted stock units will fully vest and be canceled in exchange for a cash payment equal to the product of (i) the Cash Consideration and (ii) the number of shares of SRS common stock subject to such cancelled restricted stock units.

        Consummation of the Merger is subject to certain conditions, including (i) the adoption of the Merger Agreement by SRS' stockholders, (ii) the absence of any applicable law or order prohibiting the closing, (iii) the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and receipt of certain other regulatory approvals, (iv) the effectiveness of a registration statement on Form S-4 relating to the Company's common stock to be issued in the Merger and (v) certain other customary closing conditions.

        The Merger Agreement includes customary representations, warranties and covenants of the Company, Merger Sub, Merger LLC and SRS. Among other things, SRS has agreed (i) subject to limited exceptions, to cause a stockholder meeting to be held to consider adoption of the Merger Agreement and approval of the Merger, (ii) subject to certain exceptions, that its board of directors will recommend adoption of the Merger Agreement by SRS' stockholders and approval of the Merger by SRS stockholders, (iii) not to solicit proposals relating to alternative business combination transactions and (iv) subject to limited exceptions, not to enter into discussions concerning or provide information to third parties in connection with alternative business combination transactions. Consummation of the Merger is not subject to a financing condition.

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DTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(Amounts in thousands, except per share data)

Note 10—Subsequent Events (Continued)

        The Merger Agreement contains certain termination rights for both the Company and SRS, including the right of each party to terminate the Merger Agreement if the Merger has not been consummated by December 31, 2012, subject to each party's right to extend the Merger Agreement for an additional 180 days if all closing conditions other than receipt of antitrust approvals have been satisfied by December 31, 2012. If the Merger Agreement is terminated under certain circumstances, including a determination by the board of directors of SRS to enter into a definitive agreement with respect to a Superior Proposal, SRS is required to pay the Company a termination fee of $7,495,000.

        The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed herewith as Exhibit 2.1 and incorporated herein by reference.

The Voting Agreement

        On April 16, 2012, as an inducement for the Company and Merger Sub to enter into the Merger Agreement, SRS' Chairman of the Board, Chief Executive Officer and President, Thomas C.K. Yuen, who has the power to vote, or direct the vote, of approximately 20% of the outstanding shares of SRS common stock, entered into a Voting Agreement with the Company. The Voting Agreement provides that, subject to certain exceptions, Mr. Yuen, Misako Yuen, Mr. Yuen's family trust and family foundation will vote (or cause to be voted) all of the shares of SRS common stock beneficially owned by them (i) in favor of, among other things, the adoption of the Merger Agreement and (ii) against, among other things, any alternative business combination transaction involving SRS. The Voting Agreement will terminate upon the earlier of (i) consummation of the Merger and (ii) the termination of the Merger Agreement in accordance with its terms.

        The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, as amended pursuant to Amendment No. 1 to Voting Agreement, dated April 26, 2012, copies of which are filed herewith as Exhibit 2.2 and Exhibit 2.3, respectively, and incorporated herein by reference.

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements May Prove Inaccurate

        This quarterly report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as "believes," "anticipates," "estimates," "expects," "projections," "may," "potential," "plan," "continue" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this report. All statements, other than statements of historical fact, are statements that could be deemed forward- looking statements, including, but not limited to, statements regarding our future financial performance or position, our business strategy, plans, expectations, and our objectives for future operations, including those relating to our products and services, as well as statements about the benefits of the transaction involving us and SRS Labs, Inc., including future financial and operating results and the combined company's plans, objectives, expectations and intentions. Although forward-looking statements in this report reflect our good faith judgment, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements contained herein are inherently subject to risks and uncertainties and our actual results and outcomes may be materially different than those expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those discussed under the "Risk Factors" section contained in Part II Item 1A and elsewhere in this report and in other documents we file with the Securities and Exchange Commission, or SEC. We cannot guarantee future results, levels of activity, performance or achievements. You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the notes to those statements included elsewhere in this report. You are urged not to place undue reliance on the forward-looking statements contained in this report, which speak only as of the date of this report. We do not undertake any obligation to revise or update these forward-looking statements to reflect future events or circumstances.

Overview

        We are a leading provider of high-definition audio technologies that are incorporated into an array of consumer electronics devices by hundreds of licensee customers around the world. Our audio technologies enable the delivery and playback of clear, compelling high-definition audio and are currently used in a variety of product applications, including audio/video receivers, soundbars, Blu-ray Disc players, DVD based products, personal computers or PCs, car audio products, video game consoles, network capable televisions, digital media players or DMPs, set-top-boxes or STBs, mobile phones, tablets and home theater systems. In addition, we provide products and services to motion picture studios, radio and television broadcasters, game developers and other content creators to facilitate the inclusion of compelling, realistic DTS-encoded soundtracks in their content. We also provide a suite of audio processing technologies designed to enhance the entertainment experience for users of consumer electronics products subject to physical limitations, such as TVs, PCs and mobile electronics.

        We derive revenues from licensing our audio technologies, copyrights, trademarks, and know-how under agreements with substantially all of the major consumer audio electronics manufacturers. Our business model provides for these manufacturers to pay us a per-unit amount for DTS-enabled products that they manufacture.

        Generally, we actively engage in intellectual property compliance and enforcement activities focused on identifying third parties who have either incorporated our technologies, copyrights, trademarks or know-how without a license or who have under-reported the amount of royalties owed

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under license agreements with us. We continue to invest in our compliance and enforcement infrastructure to support the value of our intellectual property to us and our licensees and to improve the long-term realization of revenue from our intellectual property. As a result of these activities, from time to time, we recognize royalty revenues that relate to consumer electronics manufacturing activities from prior periods. These royalty recoveries may cause revenues to be higher than expected during a particular reporting period and may not occur in subsequent periods. While we consider such revenues to be a regular part of our normal operations, we cannot predict such recoveries or the amount or timing of such revenues.

        Our cost of revenues consists primarily of amounts paid for products and materials, salaries and related benefits for operations personnel, amortization of acquired intangibles and payments to third parties for copyrighted material.

        Our selling, general and administrative expenses consist primarily of salaries and related benefits for personnel engaged in sales and licensee support, as well as costs associated with promotional and other selling and licensing activities. Selling, general and administrative expenses also include professional fees, facility-related expenses and other general corporate expenses, including salaries and related benefits for personnel engaged in corporate administration, finance, human resources, information systems and legal.

        Our research and development costs consist primarily of salaries and related benefits for research and development personnel, engineering consulting expenses associated with new product and technology development and quality assurance and testing costs. Research and development costs are expensed as incurred.

    Pending Acquisition of SRS Labs, Inc.

        On April 16, 2012, we, DTS Merger Sub, Inc., our wholly owned subsidiary ("Merger Sub"), DTS LLC, our wholly owned subsidiary, and SRS Labs, Inc., entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"). The Merger Agreement provides that, after receipt of all required regulatory approvals, stockholder approval and satisfaction of the other closing conditions set forth in the Merger Agreement, Merger Sub will merge with and into SRS, with SRS surviving as our wholly owned subsidiary, and immediately thereafter, SRS will merge with and into Merger LLC, with Merger LLC surviving as our wholly owned subsidiary (together, the "Merger"). Subject to the terms and conditions of the Merger Agreement, the stockholders of SRS will receive aggregate consideration valued at $9.50 per share (based on the closing price per share of our common stock of $30.52), or approximately $148 million (including payout to holders of SRS options and restricted stock units). Each outstanding share of SRS common stock will be exchanged for (i) $9.50 in cash (the "Cash Consideration"), (ii) 0.31127 shares of our common stock (the "Stock Consideration") or (iii) a combination of both cash and shares of common stock in certain circumstances. SRS stockholders may elect to receive their payment in cash or stock, subject to the requirement that the Cash Consideration and the Stock Consideration will each equal 50% of the aggregate consideration paid for the SRS common stock. In addition, at the effective time of the Merger, each outstanding stock option to acquire SRS common stock will fully vest and become exercisable, and to the extent not exercised prior to the effective time, will be canceled in exchange for the right to receive a cash payment equal to the product of (i) the excess, if any, of the Cash Consideration over the exercise price of each such option and (ii) the number of shares of SRS common stock underlying such option. Outstanding SRS restricted stock units will fully vest and be canceled in exchange for a cash payment equal to the product of (i) the Cash Consideration and (ii) the number of shares of SRS common stock subject to such cancelled restricted stock units.

        Consummation of the Merger is subject to certain conditions, including (i) the adoption of the Merger Agreement by SRS' stockholders, (ii) the absence of any applicable law or order prohibiting the

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closing, (iii) the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and receipt of certain other regulatory approvals, (iv) the effectiveness of a registration statement on Form S-4 relating to the Company's common stock to be issued in the Merger and (v) certain other customary closing conditions. For additional information relating to the Merger, refer to Note 10 of the condensed consolidated financial statements, "Subsequent Events."

        SRS is an industry leader in audio signal processing for consumer electronics across the four screens: TV; PCs; Mobile Phones; and Automotive Entertainment Systems. SRS holds approximately 150 worldwide registered and pending patents and is recognized by the industry as an authority in research and application of audio post processing technologies based on the human auditory principles. Through partnerships with leading global consumer electronics companies, semiconductor manufacturers, software developers, and content aggregators, SRS is recognized as a leader in audio enhancement, surround sound, volume leveling, audio streaming, and voice processing technologies.

        All discussions and amounts in Management's Discussion and Analysis exclude the financial condition and results of operations of SRS.

Executive Summary

Financial Highlights

    Revenues increased $0.1 million for the three months ended March 31, 2012, compared to the same prior year period.

    Royalty recoveries from intellectual property compliance and enforcement activities increased $2.3 million for the three months ended March 31, 2012, respectively, compared to the same prior year period.

    Royalties from Blu-ray product markets comprised over 40% of revenue for the three months ended March 31, 2012 and 2011.

    Royalties from network connected markets increased 13% for the three months ended March 31, 2012, compared to the same prior year period.

Trends, Opportunities, and Challenges

        Historically, our revenue has been primarily dependent upon the DVD based home theater market. The success of DVD based systems and products has fueled a demand for higher quality entertainment in the home, and this demand is extending into the car audio, personal computer, portable electronics, on-line networked devices, broadcast, video game console, mobile handset and tablet markets, as well. We have seen the acceleration of the market for high-definition televisions drive demand for Blu-ray Disc players and advanced home theater systems. Consumers are more broadly embracing the Blu-ray technology as prices decline and approach DVD pricing, content availability increases and as customers realize the value of the advanced features that Blu-ray provides, such as the ability to connect to the internet and ultimately playback 3D content.

        Because we are a mandatory technology in the Blu-ray Disc standard, our revenue growth from this market is closely tracking the growth in sales of Blu-ray equipped players, game consoles and PCs. Further, we believe that this mandatory position in the Blu-ray Disc standard will give us the ability to extend the reach of a broad array of our technologies in several large markets, such as applications beyond optical media. For example, we have signed agreements with a number of digital media player, network-connected digital television and mobile handset manufacturers to incorporate DTS decoders into their products. Also, we recently joined forces with Deluxe Digital Distribution to enhance audio experiences across the digital entertainment marketplace.

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        One of the largest challenges that we face is the growing consumer trend toward open platform, on-line entertainment consumption and the need to constantly and rapidly evolve our technologies to address the emerging markets. We believe that although the trend has begun, any transition to such open platform, on-line entertainment will take many years. Further, we believe that this trend demands that playback devices be capable of processing content originating in any form, whether disk-based or on-line, which creates a substantial opportunity for our technologies to extend into network-connected products that may not have an optical drive. During the transition period, we expect that both optical media and on-line entertainment formats will continue to thrive.

        Further, we currently face challenges regarding the impact of the ongoing global economic downturn on consumer buying patterns. While we do not have visibility into the timing or extent of an economic recovery, we continue to remain optimistic that our revenues from both Blu-ray enabled products and our newer markets will continue to grow.

Critical Accounting Policies and Estimates

        Management's Discussion and Analysis of Financial Condition and Results of Operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. On an on-going basis, estimates and judgments are evaluated, including those related to revenue recognition, allowance for doubtful accounts, impairment of long-lived assets, stock-based compensation and income taxes. These estimates and judgments are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from these estimates. There has been no material change to our critical accounting policies and estimates from the information provided in our Form 10-K filed on March 2, 2012.

Results of Operations

    Revenues

 
   
   
  Change  
 
  2012   2011   $   %  
 
  ($ in thousands)
 

Three months ended March 31,

  $ 26,885   $ 26,779   $ 106     0 %

        Revenues for the three months ended March 31, 2012, compared to the same prior year period, included an increase of $2.3 million in royalties recovered through intellectual property compliance and enforcement activities, which we characterize as "royalty recoveries." Royalty recoveries may cause revenues to be higher than expected during a particular period and may not occur in subsequent periods. Therefore, unless otherwise noted, the impact of royalty recoveries has been excluded from our revenue discussions in order to provide a more meaningful and comparable analysis.

        Excluding royalty recoveries, the decrease in revenues for the three months ended March 31, 2012, compared to the same prior year period, was largely attributable to declines in royalties from the broadcast, DVD and Blu-ray markets. The decline in royalties from the broadcast market relates to the termination of an arrangement with a certain customer. These royalties comprised about five percent or less of revenue for the three months ended March 31, 2012 and 2011. DVD related royalties continue to decline as Blu-ray and network connected devices become more mainstream. In dollar terms, DVD related royalties declined 13% for the three months ended March 31, 2012, compared to the same prior year period. In dollar terms, Blu-ray related royalties declined 6% for the three months ended

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March 31, 2012, compared to the same prior year period as a result of supply chain disruptions caused by the flooding in Thailand last year. In total, Blu-ray related royalties comprised over 40% of revenue for the three months ended March 31, 2012 and 2011. Partially offsetting these declines was an increase in royalties from network connected markets. In dollar terms, these royalties increased 13% for the three months ended March 31, 2012, compared to the same prior year period. Also, these royalties comprised nearly 20% and 15% of revenue for the three months ended March 31, 2012 and 2011, respectively. The growth in network connected markets was primarily driven by increased royalties from connected TVs and mobile devices. We remain cautious regarding the outlook for the consumer electronics industry as a whole and the revenues we derive from that industry, in light of ongoing global economic challenges. However, we expect technology licensing revenues to grow as we expect to see continued growth from the network connected markets as we expand our footprint in terms of type of products, quantity of products and geographies served, and as Blu-ray adoption continues to expand globally.

    Gross Profit

 
  2012   %   2011   %   Percentage point change
in gross profit margin
relative to prior period
 
 
  ($ in thousands)
 

Three months ended March 31,

  $ 26,691     99 % $ 26,568     99 %   0 %

        Gross profit percentage for the three months ended March 31, 2012 and 2011, remained consistent.

        We expect consolidated gross margins to remain in this range for 2012.

    Selling, General and Administrative ("SG&A")

 
   
   
  Change  
 
  2012   2011   $   %  
 
  ($ in thousands)
 

Three months ended March 31,

  $ 15,283   $ 13,949   $ 1,334     10 %

% of Revenue

    57 %   52 %            

        The dollar increase in SG&A for the three months ended March 31, 2012, compared to the same prior year period, was primarily due to an increase in advertising and related activities, which resulted from a 2012 brand marketing campaign and tradeshow related activities. Also included in SG&A for the three months ended March 31, 2012 were costs associated with our pending acquisition of SRS. Employee related costs were relatively flat, which resulted from increases in headcount and stock-based compensation, partially offset by a decrease in our accrual for certain incentive compensation costs.

        We expect SG&A expenses to continue to increase, primarily to support activities such as new technology initiatives, international expansion and intellectual property enforcement.

    Research and Development ("R&D")

 
   
   
  Change  
 
  2012   2011   $   %  
 
  ($ in thousands)
 

Three months ended March 31,

  $ 4,510   $ 3,252   $ 1,258     39 %

% of Revenue

    17 %   12 %            

        The dollar increase in R&D for the three months ended March 31, 2012, compared to the same prior year period, was primarily due to an increase in employee related costs. The increase in employee

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related costs was primarily due to an increase in headcount to support our expanded operations and stock-based compensation. Other increases include travel and consultant related expenses to support our growth.

        We intend to continue to invest in R&D to support the activities mentioned above, and thus expect to see sequential growth through the remainder of the year.

    Interest and Other Income (Expense), Net

 
   
   
  Change  
 
  2012   2011   $   %  
 
  ($ in thousands)
 

Three months ended March 31,

  $ (88 ) $ (74 ) $ (14 )   (19 )%

        Interest and other income (expense), net, for the three months ended March 31, 2012 and 2011 is comprised mostly of the effects of translation for certain foreign subsidiaries to the U.S. dollar or functional currency, partially offset by interest income.

    Income Taxes

 
  2012   2011  
 
  ($ in thousands)
 

Three months ended March 31,

  $ 2,765   $ 3,604  

Effective tax rate

    41 %   39 %

        Our effective tax rate is based upon a projection of annual fiscal year results. These rates differed from the U.S. statutory rate of 35% primarily due to state income taxes and reserves for U.S. federal and state audits, partially offset by the effects of foreign operations, as our tax rates on those operations are generally lower than the U.S. statutory rate. Our effective tax rate for the three months ended March 31, 2012 was also higher due to certain non-deductible transaction costs associated with our pending acquisition of SRS. Our effective tax rate for the three months ended March 31, 2011 was also partially offset by the reversal of a reserve for a foreign transfer pricing issue that has been effectively settled.

Liquidity and Capital Resources

        At March 31, 2012, we had cash, cash equivalents and short-term investments of $79.1 million, compared to $85.6 million at December 31, 2011. At March 31, 2012, $43.2 million of cash, cash equivalents and short-term investments was held by our foreign subsidiaries. If these funds are needed for our operations in the U.S., they would be subject to U.S. federal and state income taxes, less applicable foreign tax credits. However, our intent is to permanently reinvest funds outside of the U.S. and our current plans do not demonstrate a need to repatriate them to fund our U.S. operations.

        Net cash provided by operating activities was $6.8 million and $3.9 million for the three months ended March 31, 2012 and 2011, respectively. Cash flows from operating activities consisted of net income adjusted for certain non-cash items, including stock-based compensation, depreciation and amortization and the effect of changes in working capital and other operating activities. The operating cash flows during the three months ended March 31, 2012 and 2011, were largely impacted by income from operations, partially offset by certain non-cash items. These cash flows were also impacted by the cash flows from accounts receivable due to the timing of collections and the timing of payment for certain liabilities.

        The cash used in investing activities is typically used to purchase office equipment, fixtures, computer hardware and software and engineering and certification equipment, for business and

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technology acquisitions, for securing patent and trademark protection for our proprietary technologies and brand name and to purchase short-term and long-term investments such as bank certificates of deposit and municipal bonds. Net cash used in investing activities totaled $14.8 million and $2.7 million for the three months ended March 31, 2012 and 2011, respectively, and these cash flows were primarily impacted by investment purchases, partially offset by investment maturities.

        Net cash used in financing activities totaled $1.4 million for the three months ended March 31, 2012, which resulted primarily from the purchase of treasury stock, partially offset by the net effect of other financing activities. Net cash provided by financing activities totaled $0.2 million for the three months ended March 31, 2011, which resulted from the proceeds from the exercise of equity awards, including the related tax benefits, partially offset by amounts used to satisfy statutory withholding requirements upon the vesting of restricted stock.

    Common Stock Repurchases

        In February 2012, our Board of Directors authorized, subject to certain business and market conditions, the purchase of up to two million shares of our common stock in the open market or in privately negotiated transactions. As of March 31, 2012, we have repurchased 0.1 million shares of our common stock, for an aggregate of $2.0 million, under this authorization.

        We believe that our cash, cash equivalents, short-term investments and cash flows from operations will be sufficient to satisfy our working capital and capital expenditure requirements for at least the next twelve months. However, in anticipation of our planned acquisition of SRS, we expect to enter into a new credit facility during the second quarter of 2012. We expect this credit facility to be in the range of $30.0 million to $50.0 million. Changes in our operating plans, including lower than anticipated revenues, increased expenses, acquisition of companies, products or technologies or other events, including those described in "Risk Factors" included elsewhere herein and in other filings, may cause us to seek additional debt or equity financing on an accelerated basis. Financing may not be available on acceptable terms, or at all, particularly given current economic conditions, including lack of confidence in the financial markets and limited availability of capital and demand for debt and equity securities. Our failure to raise capital when needed could negatively impact our growth plans and our financial condition and results of operations. Additional equity financing may be dilutive to the holders of our common stock and debt financing, if available, and may involve significant cash payment obligations and financial or operational covenants that restrict our ability to operate our business.

    Contractual obligations

        There have been no material changes to our contractual obligations since December 31, 2011, with the exception of the increased obligations associated with our gross unrecognized tax benefits. As of March 31, 2012, our total amount of unrecognized tax benefits was $7.7 million and was considered a long-term obligation. We are currently unable to make reasonably reliable estimates of the periods of cash settlements associated with these obligations.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

        Market risk represents the risk of loss arising from adverse changes in market rates and foreign exchange rates.

        Our interest income is sensitive to changes in the general level of U.S. interest rates, particularly since a significant portion of our investments are and will be in short-term and long-term marketable securities, U.S. government securities and corporate bonds. Due to the nature and maturity of our short-term investments, we have concluded that there is no material market risk exposure to our principal at March 31, 2012. The estimated average maturity of our investment portfolio is less than

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one year. As of March 31, 2012, a one percentage point change in interest rates throughout a one-year period would have an annual effect of approximately $1.0 million on our income before income taxes.

        During the three months ended March 31, 2012, we derived nearly 85% of our revenues from sales outside the United States, and maintain international research, sales, marketing and business development offices. Therefore, our results could be negatively affected by such factors as changes in foreign currency exchange rates, trade protection measures, longer accounts receivable collection patterns and changes in regional or worldwide economic or political conditions. The risks of our international operations are mitigated in part by the extent to which our revenues are denominated in U.S. dollars and, accordingly, we are not exposed to significant foreign currency risk on these items. We do have foreign currency risk on certain revenues and operating expenses such as salaries and overhead costs of our foreign operations and cash maintained by these operations. Revenues denominated in foreign currencies accounted for approximately 7% of total revenues during the three months ended March 31, 2012. Operating expenses, including cost of sales, of our foreign subsidiaries were approximately $4.5 million for the three months ended March 31, 2012. Based upon the expenses for the three months ended March 31, 2012, a 10% or greater change in foreign currency rates throughout a one-year period could have a material impact on our operating income.

        Our international business is subject to risks, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions and foreign exchange rate volatility when compared to the United States dollar. Accordingly, our future results could be materially impacted by changes in these or other factors.

        We are also affected by exchange rate fluctuations as the financial statements of our foreign subsidiaries are translated into the United States dollar in consolidation. As exchange rates fluctuate, these results, when translated, may vary from expectations and could adversely or positively impact overall profitability. During the three months ended March 31, 2012, the impact of foreign exchange rate fluctuations related to translation of our foreign subsidiaries' financial statements was immaterial to comprehensive income.

Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

        We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

        We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, our chief executive officer and chief financial officer concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

        There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

        In the ordinary course of our business, we actively pursue legal remedies to enforce our intellectual property rights and to stop unauthorized use of our technologies and trademarks.

        We are not currently a party to any material legal proceedings. We may, however, become subject to lawsuits from time to time in the course of our business.

Item 1A.    Risk Factors

        Set forth below and elsewhere in this report and in other documents we file with the SEC are risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report and other public statements we make. If any of the following risks actually occurs, our business, financial condition, or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. Except as set forth below under "Risks Relating to our Potential Merger with SRS," there have been no material changes to our risk factors during the three-month period ended March 31, 2012.

Risks Relating to our Potential Merger with SRS

    Completion of the Merger is subject to many conditions and if these conditions are not satisfied or waived, the Merger will not be completed. Failure to complete the Merger could have material and adverse effects on our business and the trading price of shares of our common stock.

        The Merger Agreement is subject to many conditions which must be satisfied or waived in order to complete the Merger. The mutual conditions of the parties include, among others (i) adoption of the Merger Agreement by the affirmative vote of the holders representing a majority of the outstanding shares of SRS common stock entitled to vote thereon at the special meeting, (ii) the expiration or termination of any waiting period applicable to the Merger under the HSR Act, (iii) the effectiveness of the registration statement on Form S-4 to be filed by us for purposes of registering our common stock to be issued in connection with the Merger and (iv) the absence of any law or order, writ, injunction, judgment, decree or ruling in effect, or pending or threatened by the DOJ or the FTC, which prohibits, renders illegal or enjoins or threatens to prohibit, render illegal or enjoin, the consummation of the transactions contemplated by the Merger Agreement. In addition, each party's obligation to consummate the Merger is subject to certain other conditions, including, among others, (w) the accuracy of the other party's representations and warranties in the Merger Agreement (subject to customary materiality qualifiers and other customary exceptions), (x) the other party's compliance with its covenants and agreements contained in the Merger Agreement (subject to customary materiality qualifiers), (y) the absence of any event arising during the period from the date of the Merger Agreement until the effective time of the Merger that, individually or in the aggregate, has had or is reasonably likely to have a material adverse effect on the other party and (z) the receipt of an opinion of counsel to the effect that the transactions effected pursuant to the Merger Agreement will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. SRS' obligation to consummate the Merger is also subject to the approval for listing on The NASDAQ Global Select Market of our common stock to be issued as consideration to SRS' stockholders in the Merger.

        In addition, the Merger Agreement contains certain termination rights for both us and SRS, including the right of each party to terminate the Merger Agreement if the Merger has not been consummated by December 31, 2012, subject to each party's right to extend such date for an additional 180 days if, among other things, all closing conditions other than receipt of antitrust approvals under

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the HSR Act have been satisfied by December 31, 2012. In some circumstances, upon termination of the Merger Agreement, SRS will be required to pay to us a termination fee of $7,495,000.

        If the Merger is not completed on a timely basis, or at all, our ongoing business may be adversely affected. Additionally, in the event the Merger is not completed, we will be subject to a number of risks without realizing any of the benefits of having completed the Merger, including (i) the payment of certain fees and costs relating to the Merger, such as legal, accounting, financial advisor and printing fees, (ii) the potential decline in the market price of our common stock and (iii) the loss of time and resources.

    Although we and SRS expect to realize certain benefits as a result of the Merger, there is the possibility that we following the completion of the Merger may be unable to integrate successfully the businesses of us and SRS in order to realize the anticipated benefits of the Merger or do so within the intended timeframe.

        The Merger involves SRS being operated as a wholly owned subsidiary of ours. We will be required to devote significant management attention and resources to integrating the business practices and operations of SRS with ours. Due to legal restrictions, we and SRS have been able to conduct limited planning regarding the integration of SRS into us after completion of the Merger and have not yet determined the exact nature of how the businesses and operations of SRS will be run following the completion of the Merger. Potential difficulties we may encounter as part of the integration process include the following:

    any delay in the integration of management teams, strategies, operations, products and services;

    loss in sales and customers as a result of certain of our or SRS' customers deciding not to do business with us after the merger;

    diversion of the attention of each company's management as a result of the Merger;

    differences in business backgrounds, corporate cultures and management philosophies that may delay successful integration;

    the ability to retain key employees;

    the ability to create and enforce uniform standards, controls, procedures, policies and information systems;

    complexities associated with managing SRS as our subsidiary, including the challenge of integrating complex systems, technology, networks and other assets of SRS into those of ours in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;

    potential unknown liabilities and unforeseen increased expenses or delays associated with the Merger, including one-time cash costs to integrate SRS beyond current estimates; and

    the disruption of, or the loss of momentum in, each company's ongoing businesses or inconsistencies in standards, controls, procedures and policies,

any of which could adversely affect each company's ability to maintain relationships with customers, suppliers, employees and other constituencies or our and SRS' ability to achieve the anticipated benefits of the Merger or could reduce each company's earnings or otherwise adversely affect our business and financial results following the completion of the Merger.

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    The Merger may not be accretive and may cause dilution to our earnings per share following the completion of the Merger, which may negatively affect the price of our common stock following the completion of the Merger.

        We currently anticipate that the Merger will be accretive on a GAAP basis by 2013. This expectation is based on preliminary estimates and assumes certain synergies expected to be realized by us following the completion of the Merger. Such estimates and assumptions could materially change due to additional transaction-related costs, the failure to realize any or all of the benefits expected in the Merger or other factors beyond our control or the control of SRS. All of these factors could delay, decrease or eliminate the expected accretive effect of the Merger and cause resulting dilution to our earnings per share or a reduction in the price of our common stock following the completion of the Merger.

    Our results following the completion of the Merger may suffer if we do not effectively manage our expanded operations.

        Following the Merger, the size of our business will increase significantly beyond the current size of either our or SRS' existing businesses. Our future success depends, in part, upon its ability to manage this expanded business, which will pose substantial challenges for management. There can be no assurances that we will be successful after completion of the Merger or that we will realize the expected benefits currently anticipated from the Merger.

    Uncertainties associated with the Merger may cause a loss of management personnel and other key employees which could adversely affect our stock price, future business, operations and financial results following the completion of the Merger.

        We and SRS are dependent on the experience and industry knowledge of our repspective senior management and other key employees to execute our respective business plans. Our success after the Merger will depend in part upon our and SRS' ability to retain key management personnel and other key employees. Current and prospective employees of ours and SRS may experience uncertainty about their roles within our company following the completion of the Merger, which may have an adverse effect on the ability of each of us and SRS to attract or retain key management and other key personnel. Accordingly, no assurance can be given that we will be able to attract or retain key management personnel and other key employees of ours and SRS to the same extent that such each of us and SRS have previously been able to attract or retain employees. In addition, following the completion of the Merger, we might not be able to locate suitable replacements for any such key employees who leave our company within the timeframe required to avoid a negative impact on the combined business. These matters could adversely affect our stock price, future business, operations and financial results following the completion of the Merger.

    We will incur a significant amount of indebtedness to pay the cash consideration to SRS stockholders and to pay related fees and expenses. Our anticipated level of indebtedness, and covenant restrictions under such indebtedness, could adversely affect our operations and liquidity.

        While there is no financing contingency related to the completion of the Merger, we expect to finance the cash consideration of the Merger through a combination of existing cash balances and a new credit facility, which we expect to enter into during the second quarter of 2012. We expect this credit facility to be in the range of $30.0 million to $50.0 million.

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        Our increased indebtedness following consummation of the Merger could adversely affect our operations and liquidity. Our anticipated level of indebtedness could, among other things:

    make it more difficult for us to pay or refinance its debts as they become due during adverse economic and industry conditions because we may not have sufficient cash flows to make its scheduled debt payments;

    cause us to use a larger portion of its cash flow to fund interest and principal payments, reducing the availability of cash to fund working capital and capital expenditures and other business activities;

    make it more difficult for us to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;

    cause us to be more vulnerable to adverse economic and industry conditions;

    cause us to be disadvantaged compared to competitors with less leverage;

    result in a downgrade in our credit rating or any of our indebtedness or our subsidiaries which could increase the cost of further borrowings; and

    limit our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes.

        The terms of our indebtedness following the completion of the Merger may include covenants that, among other things, restrict our ability to: (i) dispose of assets, (ii) incur additional indebtedness, (iii) incur guarantee obligations, (iv) prepay certain other indebtedness or amend other financing arrangements, (v) pay dividends, (vi) create liens on assets, (vii) enter into sale and leaseback transactions, (viii) make investments, loans or advances, (ix) make acquisitions, (x) engage in mergers or consolidations, (xi) change the business conducted and (xii) engage in certain transactions with affiliates.

    We are expected to incur substantial expenses related to the Merger.

        We are expected to incur substantial expenses in connection with the Merger, including financial advisory, legal, accounting, consulting and other advisory fees and expenses, reorganization and restructuring costs, severance/employee benefit-related expenses, filing fees, printing expenses and other related charges. Some of these costs are payable by us regardless of whether the Merger is completed. While we and SRS have assumed that a certain level of expenses would be incurred, there are many factors beyond the control of either us or SRS that could affect the total amount or the timing of the expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately.

        There may also be additional unanticipated significant costs in connection with the Merger that we may not recoup. These costs and expenses could, particularly in the near term, exceed the savings that we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale, other efficiencies and cost savings. Although we expect that these savings will offset these integration and implementation costs over time, this net benefit may not be achieved in the near term or at all.

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Risks Related to Our Business

    We may not be able to evolve our technologies, products, and services or develop new technology, products, and services that are acceptable to our customers or the changing market.

        The market for our technologies, products, and services is characterized by:

    rapid technological change;

    new and improved product introductions;

    changing customer demands;

    evolving industry standards; and

    product obsolescence.

        Our future success depends upon our ability to enhance our existing technologies, products, and services and to develop acceptable new technologies, products, and services on a timely basis. The development of enhanced and new technologies, products, and services is a complex and uncertain process requiring high levels of innovation, highly-skilled engineering and development personnel, and the accurate anticipation of technological and market trends. We may not be able to identify, develop, market, or support new or enhanced technologies, products, or services on a timely basis, if at all. Furthermore, our new technologies, products, and services may never gain market acceptance, and we may not be able to respond effectively to evolving consumer demands, technological changes, product announcements by competitors, or emerging industry standards. Any failure to respond to these changes or concerns would likely prevent our technologies, products, and services from gaining market acceptance or maintaining market share and could lead to our technologies, products and services becoming obsolete.

    If we fail to protect our intellectual property rights, our ability to compete could be harmed.

        Protection of our intellectual property is critical to our success. Copyright, trademark, patent, and trade secret laws and confidentiality and other contractual provisions afford only limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. We face numerous risks in protecting our intellectual property rights, including the following:

    our competitors may produce competitive products or services that do not unlawfully infringe upon our intellectual property rights;

    the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights may be inadequate in foreign countries;

    we may be unable to successfully identify or prosecute unauthorized uses of our technologies;

    efforts to identify and prosecute unauthorized uses of our technologies are time consuming, expensive, and divert resources from the operation of our business;

    our patents may be challenged, found unenforceable or invalidated by our competitors;

    our pending patent applications may not issue, or if issued, may not provide meaningful protection for related products or proprietary rights;

    we may not be able to practice our trade secrets as a result of patent protection afforded a third-party for such product, technique or process; and

    we may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by employees, consultants, and advisors.

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        As a result, our means of protecting our intellectual property rights and brands may not be adequate. Furthermore, despite our efforts, third parties may violate, or attempt to violate, our intellectual property rights. Enforcement, including infringement claims and lawsuits would likely be expensive to resolve and would require management's time and resources. In addition, we have not sought, and do not intend to seek, patent and other intellectual property protections in all foreign countries. In countries where we do not have such protection, products incorporating our technology may be lawfully produced and sold without a license.

    We have limited control over existing and potential customers' and licensees' decisions to include our technologies in their product offerings.

        Except for Blu-ray products, where our technology is mandatory, we are dependent upon our customers and licensees—including consumer electronics product manufacturers, semiconductor manufacturers, producers and distributors of content for music, videos, and games—to incorporate our technologies into their products, purchase our products and services, or release their content in our proprietary DTS audio format. Although we have contracts and license agreements with many of these companies, these agreements do not require any minimum purchase commitments, are on a non-exclusive basis, and do not typically require incorporation or use of our technologies, trademarks or services. Furthermore, the decision by a party dominant in the entertainment value chain to provide audio technology at very low or no cost could impact a licensee's decision to use our technology. Our customers, licensees and other manufacturers might not utilize our technologies or services in the future.

    If we are unable to maintain a sufficient amount of entertainment content released with DTS audio soundtracks, demand for the technologies, products, and services that we offer to consumer electronics product manufacturers may significantly decline.

        We expect to derive a significant percentage of our revenues from the technologies, products, and services that we offer to manufacturers of consumer electronics products. To date, the most significant driver for the use of our technologies in the home theater market has been the release of major movie titles with DTS audio soundtracks. We also believe that demand for our DTS audio technologies in growing markets for multi-channel audio, including cars, personal computers, video game consoles, digital media players and mobile handsets will be based on the number, quality, and popularity of the Blu-ray Disc titles, computer software programs, and video games either released with DTS audio soundtracks or capable of being coded and played in DTS format. Although we have existing relationships with many leading providers of movie, music, computer, and video game content, we generally do not have contracts that require these parties to develop and release content with DTS audio soundtracks. In addition, we may not be successful in maintaining existing relationships or developing relationships with other existing providers or new market entrants that provide content. As a result, we cannot assure you that a significant amount of content in movies, Blu-ray Disc titles, computer software programs, video games, or other entertainment mediums will be released with DTS audio soundtracks. If the amount, variety, and popularity of entertainment content released with DTS audio soundtracks do not increase, consumer electronics products manufacturers that pay us per-unit licensing fees may discontinue offering DTS playback capabilities in the consumer electronics products that they sell.

    The on-line content delivery market could impact our ability to grow.

        Movie and music content for the last 15 years has been primarily purchased and consumed via optical media, such as Blu-ray, DVD, and CD. Today, these are still the dominant way consumers purchase and watch or listen to their favorite content. However, the growth of the internet and home computer usage, and a shift to home network and cloud-based content acquisition has occurred,

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including the recent trend to full movie download and streaming services becoming mainstream with consumers in various parts of the world.

        The services that provide movie content from the cloud are not generally governed by international or national standards and are thus free to choose any media format(s) in order to deliver their product and/or service. This freedom of choice on the part of the content provider could limit DTS' ability to grow if such content providers do not incorporate DTS' technologies into their movies.

    Our ability to develop proprietary technology in markets in which "open standards" are adopted may be limited, which could adversely affect our ability to generate revenue.

        Standards-setting bodies may require the use of so-called "open standards," meaning that the technologies necessary to meet those standards are publicly available free of charge and often on an "open source" basis. These standards are a relatively recent and limited occurrence and have primarily been focused on markets and regions traditionally adverse to the notion of intellectual property ownership and the associated royalties. If the concept of "open standards" gains industry momentum in the future, the use of open standards may reduce our opportunity to generate revenue, as open standards technologies are based upon non-proprietary technology platforms in which no one company maintains ownership over the dominant technologies.

    Our business is partially dependent upon the growth in Blu-ray Disc products, and to the extent that consumer adoption of Blu-ray Disc products fails to materialize, our business will be adversely affected.

        Past growth in our business has been due in large part to the rapid growth in sales of DVD based products and home theater systems incorporating our technologies. As the markets for DVD based products mature, we are seeing sales of these products declining and growth in our business shifting to Blu-ray Disc based products. While the release and consumer adoption of Blu-ray Disc players continues to ramp up, potentially slow adoption by consumers of Blu-ray Disc players, particularly in the PC market, could adversely affect our business. In addition, if new technologies, including content streaming on direct downloads of content, are developed or deployed that substantially compete with or replace Blu-ray Disc products as a dominant medium for consumer video entertainment, our business, operating results and prospects could be adversely affected.

    We may have difficulty managing any growth that we might experience.

        As a result of a combination of internal growth and growth through acquisitions, we expect to continue to experience growth in the scope of our operations and the number of our employees. If our growth continues, it may place a significant strain on our management team and on our operational and financial systems, procedures, and controls. Our future success will depend in part upon the ability of our management team to manage any growth effectively. This will require our management to:

    hire and train additional personnel in the United States and internationally;

    implement and improve our operational and financial systems, procedures, and controls;

    maintain our cost structure at an appropriate level based on the revenues we generate;

    manage multiple concurrent development projects; and

    manage operations in multiple time zones with different cultures and languages.

        Any failure to successfully manage our growth could distract management's attention, and result in our failure to execute our business plan.

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    Our business and prospects depend upon the strength of our brand, and if we do not maintain and strengthen our brand, our business will be materially harmed.

        Establishing, maintaining and strengthening our "DTS" brand is critical to our success. Our brand identity is key to maintaining and expanding our business and entering new markets. Our success depends in large part upon our reputation for providing high-quality products, services and technologies to the consumer electronics products industry and the entertainment industry. If we fail to promote and maintain our brand successfully, our business and prospects may suffer. Moreover, we believe that the likelihood that our technologies will be adopted in industry standards depends, in part, upon the strength of our brand, because professional organizations and industry participants are more likely to incorporate technologies developed by a well-respected and well-known brand into standards.

    Unanticipated changes in our tax provisions or adverse outcomes resulting from examination of our income tax returns could adversely affect our net income.

        We are subject to income taxes in both the United States and foreign jurisdictions. Our effective income tax rates could in the future be adversely affected by changes in tax laws or interpretations of those tax laws, by changes in the mix of earnings in countries with differing statutory tax rates, or by changes in the valuation of our deferred tax assets and liabilities. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We may come under audit by tax authorities. For instance, the Internal Revenue Service is examining our 2007 federal income tax return, including certain prior period carryforwards, and the State of California is examining our 2004 and 2005 corporate tax returns. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical income tax provisions and accruals. Based on the results of an audit or litigation, a material effect on our income tax provision, net income or cash flows in the period or periods for which that determination is made could result. In addition, changes in tax rules may adversely affect our future reported financial results or the way we conduct our business. For example, we consider the operating earnings of our foreign subsidiaries to be invested indefinitely outside the United States. We have not provided for United States federal or foreign withholding taxes that may result on future remittances of undistributed earnings of foreign subsidiaries. Our future reported financial results may be adversely affected if tax or accounting rules regarding unrepatriated earnings change.

    Current and future governmental and industry standards may significantly limit our business opportunities.

        Technology standards are important in the audio and video industry as they help to assure compatibility across a system or series of products. Generally, standards adoption occurs on either a mandatory basis, requiring a particular technology to be available in a particular product or medium, or an optional basis, meaning that a particular technology may be, but is not required to be, utilized. For example, both our digital multi-channel audio technology and Dolby's have optional status in Blu-ray Disc, while both our two-channel output and Dolby's technologies have been selected as mandatory standards in Blu-ray Disc. However, if either or both of these standards are re-examined or a new standard is developed, we may not be included as mandatory in any such new or revised standard which would cause revenue growth in our consumer business to be significantly lower than expected and could have a material adverse affect on our business.

        Various national governments have adopted or are in the process of adopting standards for all digital television broadcasts, including cable, satellite, and terrestrial. In the United States, Dolby's audio technology has been selected as the sole, mandatory audio standard for terrestrial digital television broadcasts. As a result, the audio for all digital terrestrial television broadcasts in the United States must include Dolby's technology and must exclude any other format, including ours. We do not

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know whether this standard will be reopened or amended. If it is not, our audio technology may never be included in that standard. Certain large and developing markets, such as China, have not fully developed their digital television standards. Our technology may or may not ultimately be included in these standards.

        As new technologies and entertainment media emerge, new standards relating to these technologies or media may develop. New standards may also emerge in existing markets that are currently characterized by competing formats, such as the market for personal computers. We may not be successful in our efforts to include our technology in any such standards.

    We are dependent upon our management team and technical talent.

        Our success depends, in part, upon the continued availability and contributions of our management team and engineering and technical personnel because of the complexity of our products and services. Important factors that could cause the loss of key personnel include:

    our existing employment agreements with the members of our management team allow such persons to terminate their employment with us at any time;

    we do not have employment agreements with a majority of our key engineering and technical personnel;

    significant portions of the equity awards held by the members of our management team are vested; and

    equity awards held by some of our executive officers provide for accelerated vesting in the event of a sale or change of control of our company.

        The loss of key personnel or an inability to attract qualified personnel in a timely manner could slow our technology and product development and harm our ability to execute our business plan.

    Our technologies and products are complex and may contain errors that could cause us to lose customers, damage our reputation, or incur substantial costs.

        Our technologies or products could contain errors that could cause our products or technologies to operate improperly and could cause unintended consequences. If our products or technologies contain errors we, could be required to replace them, and if any such errors cause unintended consequences, we could face claims for product liability. Although we generally attempt to contractually limit our exposure to incidental and consequential damages, as well as provide insurance coverage for such events, if these contract provisions are not enforced or are unenforceable for any reason, if liabilities arise that are not effectively limited, or if our insurance coverage is inadequate to satisfy the liability, we could incur substantial costs in defending and/or settling product liability claims.

    We may be sued by third parties for alleged infringement of their proprietary rights, and we may be subject to litigation proceedings that could harm our business.

        Companies that participate in the digital audio, digital image processing, consumer electronics, and entertainment industries hold a large number of patents, trademarks, and copyrights, and are frequently involved in litigation based on allegations of patent infringement or other violations of intellectual property rights. Intellectual property disputes frequently involve highly complex and costly scientific matters, and each party generally has the right to seek a trial by jury which adds additional costs and uncertainty. Accordingly, intellectual property disputes, with or without merit, could be costly and time consuming to litigate or settle, and could divert management's attention from executing our business plan. In addition, our technologies and products may not be able to withstand any third-party claims or rights against their use. If we were unable to obtain any necessary license following a determination of

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infringement or an adverse determination in litigation or in interference or other administrative proceedings, we may need to redesign some of our products to avoid infringing a third party's rights and could be required to temporarily or permanently discontinue licensing our products.

        In the past, we have been a party to litigation related to protection and enforcement of our intellectual property, and we may be a party to additional litigation in the future. Litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include monetary damages (including treble damages under the Clayton Act) and an injunction prohibiting us from licensing our technologies in particular ways or at all. Were an unfavorable ruling to occur, our business and results of operations could be materially harmed. In addition, any protracted litigation could divert management's attention from our day-to-day operations, disrupt our business and cause our operating results to suffer.

    We rely on the accuracy of our customers' manufacturing reports for reporting and collecting our revenues, and if these reports are untimely or incorrect, our revenues could be delayed or inaccurately reported.

        Most of our revenues are generated from consumer electronics product manufacturers who license and incorporate our technology in their consumer electronics products. Under our existing agreements, these customers pay us per-unit licensing fees based on the number of consumer electronics products manufactured that incorporate our technology. We rely on our customers to accurately report the number of units manufactured in collecting our license fees, preparing our financial reports, projections, budgets, and directing our sales and product development efforts. Most of our license agreements permit us to audit our customers, but audits are generally expensive, time consuming, difficult to manage effectively, dependent in large part upon the cooperation of our licensees and the quality of the records they keep, and could harm our customer relationships. If any of our customer reports understate the number of products they manufacture, we may not collect and recognize revenues to which we are entitled, or may endure significant expense to obtain compliance.

    A loss of one or more of our key customers or licensees in any of our markets could adversely affect our business.

        From time to time, one or a small number of our customers or licensees may represent a significant percentage of our revenue. For instance, in 2011, two customers accounted for 16% and 12%, respectively, of revenues from our continuing operations. Although we have agreements with many of our customers, these agreements typically do not require any material minimum purchases or minimum royalty fees and do not prohibit customers from purchasing products and services from competitors. A decision by any of our major customers or licensees not to use our technologies, or their failure or inability to pay amounts owed to us in a timely manner, or at all, could have a significant adverse effect on our business.

    We face intense competition. Certain of our competitors have greater resources than we do.

        The digital audio, consumer electronics and entertainment markets are intensely competitive, subject to rapid change, and significantly affected by new product introductions and other market activities of industry participants. Our principal competitor is Dolby Laboratories, Inc., who competes with us in most of our markets. We also compete with other companies offering digital audio technology incorporated into consumer electronics product and entertainment mediums, including Fraunhofer Institut Integrierte Schaltungen, Koninklijke Philips Electronics N.V. (Philips), Microsoft Corporation, Sony Corporation, Thomson and SRS Labs, Inc.

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        Certain of our current and potential competitors may enjoy substantial competitive advantages, including:

    greater name recognition;

    a longer operating history;

    more developed distribution channels and deeper relationships with our common customer base;

    a more extensive customer base;

    digital technologies that provide features that ours do not;

    broader product and service offerings;

    greater resources for competitive activities, such as research and development, strategic acquisitions, alliances, joint ventures, sales and marketing, and lobbying industry and government standards;

    more technicians and engineers;

    greater technical support; and

    open source or free codecs.

        As a result, these current and potential competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements.

        In addition to the competitive advantages described above, Dolby also enjoys other unique competitive strengths relative to us. For example, it introduced multi-channel audio technology before we did. It has also achieved mandatory standard status in product categories that we have not, including terrestrial digital television broadcasts in the United States. As a result of these factors, Dolby has a competitive advantage in selling its digital multi-channel audio technology to consumer electronics products manufacturers.

    We have a limited operating history in certain new and evolving markets.

        Our technologies have only recently been incorporated into certain markets, such as digital media players, televisions, personal computers, digital satellite and cable broadcast products, portable electronics devices and mobile handsets. We do not have the same experience in these markets as in our traditional consumer electronics business, nor do we have as much operating history as companies such as Dolby Laboratories, Inc., SRS Labs, Inc. and BBE Sound, Inc. As a result, the demand for our technologies, products, and services and the income potential of these businesses is unproven. In addition, because our participation in these markets is relatively new and rapidly evolving, we may have limited insight into trends that may emerge and affect our business. We may make errors in predicting and reacting to relevant business trends, which could harm our business. Before investing in our common stock, you should consider the risks, uncertainties, and difficulties frequently encountered by companies in new and rapidly evolving markets such as ours. We may not be able to successfully address any or all of these risks.

    Declining retail prices for consumer electronics products could force us to lower the license or other fees we charge our customers.

        The market for consumer electronics products is intensely competitive and price sensitive. Retail prices for consumer electronics products that include our DTS audio technologies have decreased significantly and we expect prices to continue to decrease for the foreseeable future. Declining prices for consumer electronics products could create downward pressure on the licensing fees we currently

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charge our customers who integrate our technologies into the consumer electronics products that they sell and distribute. Most of the consumer electronics products that include our audio technologies also include Dolby's multi-channel audio technology. As a result of pricing pressure, consumer electronics products manufacturers who manufacture products in which our audio technologies are not a mandatory standard could decide to exclude our DTS audio technologies from their products altogether.

    Economic downturns could disrupt and materially harm our business.

        Negative trends in the general economy could cause a downturn in the market for our technologies, products and services. The recent financial disruption affecting the global financial markets and the concern whether investment banks and other financial institutions will continue operations in the foreseeable future have resulted in a tightening in the credit markets, a low level of liquidity in many financial markets and extreme volatility in credit and equity markets. The recent financial crisis may adversely affect our operating results if it results, for example, in the insolvency of a key licensee or other customer, the inability of our licensees and/or other customers to obtain credit to finance their operations, including to finance the manufacture of products containing our technologies, and delays in reporting and/or payments from our licensees. Tight credit markets could also delay or prevent us from acquiring or making investments in other technologies, products or businesses that could enhance our technical capabilities, complement our current products and services, or expand the breadth of our markets. If we are unable to execute such acquisitions and/or strategic investments, our operating results and business prospects may suffer.

        In addition, global economic conditions, including the credit crisis, increased cost of commodities, widespread employee layoffs, actual or threatened military action by the United States and the continued threat of terrorism, have resulted in decreased consumer spending and may continue to negatively impact consumer confidence and spending. Any reduction in consumer confidence or disposable income, in general, may negatively affect the demand for consumer electronics products that incorporate our digital audio technologies.

        We cannot predict other negative events that may have adverse effects on the global economy in general and the consumer electronics industry specifically. However, the factors described above and such unforeseen events could negatively affect our revenues and operating results.

    Natural or other disasters could disrupt our business and negatively impact our operating results and financial condition.

        Natural or other disasters such as earthquakes, hurricanes, tsunamis or other adverse weather and climate conditions, whether occurring in the U.S. or abroad, and the consequences and effects thereof, including energy shortages and public health issues, could disrupt our operations, or the operations of our business partners and customers, or result in economic instability that may negatively impact our operating results and financial condition. Our corporate headquarters and many of our operations are located in California, a seismically active region, potentially exposing us to greater risk of natural disasters.

    Our licensing revenue depends in large part upon semiconductor manufacturers incorporating our technologies into integrated circuits, or ICs, for sale to our consumer electronics product licensees and if, for any reason, our technologies are not incorporated in these ICs or fewer ICs are sold that incorporate our technologies, our operating results would be adversely affected.

        Our licensing revenue from consumer electronics product manufacturers depends in large part upon the availability of ICs that implement our technologies. IC manufacturers incorporate our technologies into these ICs, which are then incorporated into consumer electronics products. We do not

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manufacture these ICs, but rather depend upon IC manufacturers to develop, produce and then sell them to licensed consumer electronics product manufacturers. We do not control the IC manufacturers' decisions whether or not to incorporate our technologies into their ICs, and we do not control their product development or commercialization efforts. If these IC manufacturers are unable or unwilling, for any reason, to implement our technologies into their ICs, or if, for any reason, they sell fewer ICs incorporating our technologies, our operating results will be adversely affected.

    We may not successfully address problems encountered in connection with any acquisitions.

        We expect to consider opportunities to acquire or make investments in other technologies, products, and businesses that could enhance our technical capabilities, complement our current products and services, or expand the breadth of our markets. We have a limited history of acquiring and integrating businesses. Acquisitions and strategic investments involve numerous risks, including:

    problems assimilating the purchased technologies, products, or business operations;

    significant future charges relating to in-process research and development and the amortization of intangible assets;

    significant amount of goodwill that is not amortizable and is subject to annual impairment review;

    problems maintaining uniform standards, procedures, controls, and policies;

    unanticipated costs associated with the acquisition, including accounting and legal charges, capital expenditures, and transaction expenses;

    diversion of management's attention from our core business;

    adverse effects on existing business relationships with suppliers and customers;

    risks associated with entering markets in which we have no or limited prior experience;

    unanticipated or unknown liabilities relating to the acquired businesses;

    the need to integrate accounting, management information, manufacturing, human resources and other administrative systems to permit effective management; and

    potential loss of key employees of acquired organizations.

        If we fail to properly evaluate and execute acquisitions and strategic investments, our management team may be distracted from our day-to-day operations, our business may be disrupted, and our operating results may suffer. In addition, if we finance acquisitions by issuing equity or convertible debt securities, our existing stockholders would be diluted. Foreign acquisitions involve unique risks in addition to those mentioned above, including those related to integration of operations across different geographies, cultures and languages, currency risks and risks associated with the particular economic, political and regulatory environment in specific countries. Also, the anticipated benefit of our acquisitions may not materialize, whether because of failure to obtain stockholder approval or otherwise. Future acquisitions could result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill, any of which could harm our operating results or financial condition. Future acquisitions may also require us to obtain additional equity or debt financing, which may not be available on favorable terms or at all.

    We are subject to additional risks associated with our international operations.

        Our licensing headquarters are located in Limerick, Ireland, and we market and sell our products and services outside the United States. We currently have employees located in eight countries, and many of our customers and licensees are located outside the United States. As a key component of our

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business strategy, we intend to expand our international sales and customer support. During the three months ended March 31, 2012, nearly 85% of our revenues were derived internationally. We face numerous risks in doing business outside the United States, including:

    unusual or burdensome foreign laws or regulatory requirements or unexpected changes to those laws or requirements;

    tariffs, trade protection measures, import or export licensing requirements, trade embargos, and other trade barriers;

    difficulties in attracting and retaining qualified personnel and managing foreign operations;

    competition from foreign companies;

    dependence upon foreign distributors and their sales channels;

    longer accounts receivable collection cycles and difficulties in collecting accounts receivable;

    less effective and less predictable protection and enforcement of our intellectual property;

    changes in the political or economic condition of a specific country or region, particularly in emerging markets;

    fluctuations in the value of foreign currency versus the U.S. dollar and the cost of currency exchange;

    potentially adverse tax consequences; and

    cultural differences in the conduct of business.

        Such factors could cause our future international sales to decline.

        Our business practices in international markets are also subject to the requirements of the Foreign Corrupt Practices Act. If any of our employees is found to have violated these requirements, we and our employees could be subject to significant fines, criminal sanctions and other penalties.

        Our international revenue is mostly denominated in U.S. dollars. As a result, fluctuations in the value of the U.S. dollar and foreign currencies may make our technology, products, and services more expensive for international customers, which could cause them to decrease their purchases from us. Expenses for our subsidiaries are denominated in their respective local currencies. As a result, if the U.S. dollar weakens against the local currency, the translation of our foreign-currency-denominated expenses will result in higher operating expense without a corresponding increase in revenue. Significant fluctuations in the value of the U.S. dollar and foreign currencies could have a material impact on our consolidated financial statements. The main foreign currencies we encounter in our operations are the Yen, Euro, RMB, KRW, HKD, TWD, SGD and GBP. We do not currently engage in currency hedging activities to limit the risk of exchange rate fluctuations.

    We expect our operating expenses to increase in the future, which may impact profitability.

        We expect our operating expenses to increase as we, among other things:

    expand our sales and marketing activities, including the continued development of our international operations;

    adopt a more customer-focused business model which is expected to entail additional hiring;

    acquire businesses or technologies and integrate them into our existing organization;

    increase our research and development efforts to advance our existing technologies, products, and services and develop new technologies, products, and services;

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Table of Contents

    hire additional personnel, including engineers and other technical staff;

    expand and defend our intellectual property portfolio;

    upgrade our operational and financial systems, procedures, and controls; and

    continue to assume the responsibilities of being a public company.

        As a result, we will need to grow our revenues and manage our costs in order to positively impact profitability. In addition, we may fail to accurately estimate and assess our increased operating expenses as we grow.

    Compliance with changing securities laws, regulations and financial reporting standards will increase our costs and pose challenges for our management team.

        Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act of 2002, and the rules and regulations promulgated thereunder have created uncertainty for public companies and significantly increased the costs and risks associated with operating as a publicly traded company in the United States. Our management team will need to devote significant time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities. Furthermore, with such uncertainties, we cannot assure you that our system of internal control will be effective or satisfactory to our independent registered public accounting firm. As a result, our financial reporting may not be timely and/or accurate and we may be issued an adverse or qualified opinion by our independent registered public accounting firm. If reporting delays or errors actually occur, we could be subject to sanctions or investigation by regulatory authorities, such as the SEC, and could adversely affect our financial results or result in a loss of investor confidence in the reliability of our financial information, which could materially and adversely affect the market price of our common stock.

        Further, the SEC has passed, promulgated and proposed new rules on a variety of subjects including the requirement that we must file our financial statements with the SEC using the interactive data format eXtensible Business Reporting Language, or XBRL, and the possibility that we would be required to adopt International Financial Reporting Standards, or IFRS. In order to comply with XBRL and IFRS requirements, we may have to add additional accounting staff, engage consultants or change our internal practices, standards and policies which could significantly increase our costs.

        We believe that these new and proposed laws and regulations could make it more difficult for us to attract and retain qualified members of our Board of Directors, particularly to serve on our audit committee, and qualified executive officers.

    Our licensing of industry standard technologies can be subject to limitations that could adversely affect our business and prospects.

        When a standards-setting body adopts our technologies as explicit industry standards, we generally must agree to license such technologies on a fair, reasonable and non-discriminatory basis, which we believe means that we treat similarly situated licensees similarly. In these situations, we may be required to limit the royalty rates we charge for these technologies, which could adversely affect our business. Furthermore, we may have limited control over whom we license such technologies to, and may be unable to restrict many terms of the license. From time to time, we may be subject to claims that our licenses of our industry standard technologies may not conform to the requirements of the standards-setting body. Claimants in such cases could seek to restrict or change our licensing practices or our ability to license our technologies in ways that could injure our reputation and otherwise materially and adversely affect our business, operating results and prospects.

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Table of Contents

    We may experience fluctuations in our operating results.

        We have historically experienced moderate seasonality in our business due to our business mix and the nature of our products. Consumer electronics manufacturing activities are generally lowest in the first calendar quarter of each year, and increase progressively throughout the remainder of the year. Manufacturing output is generally strongest in the third and fourth quarters as our technology licensees increase manufacturing to prepare for the holiday buying season. Since recognition of revenues generally lags manufacturing activity by one quarter, our revenues and earnings are generally lowest in the second quarter. The introduction of new products and inclusion of our technologies in new and rapidly growing markets can distort and amplify the seasonality described above. Our revenues may continue to be subject to fluctuations, seasonal or otherwise, in the future. Unanticipated fluctuations, whether due to seasonality, economic downturns, product cycles, or otherwise, could cause us to miss our earnings projections, or could lead to higher than normal variation in short-term earnings, either of which could cause our stock price to decline.

        In addition, we actively engage in intellectual property compliance and enforcement activities focused on identifying third parties who have either incorporated our technologies, trademarks, or know-how without a license or who have underreported to us the amount of royalties owed under license agreements with us. As a result of these activities, from time to time, we may recognize royalty revenues that relate to manufacturing activities from prior periods and we may incur expenditures related to enforcement activity. These royalty recoveries and expenditures, as applicable, may cause revenues to be higher than expected, or net profit to be lower than expected, during a particular reporting period and may not recur in future reporting periods. Such fluctuations in our revenues and operating results may cause declines in our stock price.

    The licensing of patents constitutes a significant source of our revenue. If we do not replace expiring patents with new patents or proprietary technologies, our revenue could decline.

        We hold patents covering much of the technologies that we license to system licensees, and our licensing revenue is tied in large part to the life of those patents. Our right to receive royalties related to our patents terminates with the expiration of the last patent covering the relevant technologies. Accordingly, to the extent that we do not replace licensing revenue from technologies covered by expiring patents with licensing revenue based on new patents and proprietary technologies, our revenue could decline.

    Our future capital needs are uncertain and we may need to raise additional funds in the future, and such funds may not be available on acceptable terms or at all.

        Our capital requirements will depend upon many factors, including:

    acceptance of, and demand for, our products and technologies;

    the costs of developing new products or technologies;

    the extent to which we invest in new technologies and research and development projects;

    the number and timing of acquisitions and other strategic transactions;

    the costs associated with our expansion, if any; and

    the costs of litigation and enforcement activities to defend our intellectual property.

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        In the future, we may need to raise additional funds, and such funds may not be available on favorable terms, or at all, particularly given the continuing credit crisis and downturn in the overall global economy. Furthermore, if we issue equity or debt securities to raise additional funds, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences, and privileges senior to those of our existing stockholders. If we cannot raise funds on acceptable terms, or at all, we may not be able to develop or enhance our products and services, execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated customer requirements. This may materially harm our business, results of operations, and financial condition.

    Our business and operations could suffer in the event of security breaches.

        Attempts by others to gain unauthorized access to information technology systems are becoming more sophisticated and successful. These attempts can include introducing malware to computers and networks, impersonating authorized users, overloading systems and servers and data theft. While we seek to detect and investigate any security issue, in some cases, we might be unaware of an incident or its magnitude and effects. The theft, unauthorized use or publication of our intellectual property and/or confidential business information could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives or otherwise adversely affect our business. To the extent that any security breach results in inappropriate disclosure of our customers' or licensees' confidential information, we may incur liability as a result.

Risks Related to Our Common Stock

    Anti-takeover provisions under our charter documents and Delaware law could delay or prevent a change of control and could also limit the market price of our stock.

        Our Restated Certificate of Incorporation and Restated Bylaws contain provisions that could delay or prevent a change of control of our company or changes in our Board of Directors that our stockholders might consider favorable. Some of these provisions:

    authorize the issuance of preferred stock which can be created and issued by the Board of Directors without prior stockholder approval, with rights senior to those of the common stock;

    provide for a classified Board of Directors, with each director serving a staggered three-year term;

    prohibit stockholders from filling Board vacancies, calling special stockholder meetings, or taking action by written consent; and

    require advance written notice of stockholder proposals and director nominations.

        In addition, we are governed by the provisions of Section 203 of the Delaware General Corporate Law, which may prohibit certain business combinations with stockholders owning 15% or more of our outstanding voting stock. These and other provisions in our Restated Certificate of Incorporation, Restated Bylaws and Delaware law could make it more difficult for stockholders or potential acquirors to obtain control of our Board or initiate actions that are opposed by the then-current Board, and could delay or impede a merger, tender offer, or proxy contest involving our company. Any delay or prevention of a change of control transaction or changes in our Board could cause the market price of our common stock to decline.

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    We expect that the price of our common stock will fluctuate substantially.

        The market price of our common stock is likely to be highly volatile and may fluctuate substantially due to many factors, including:

    actual or anticipated fluctuations in our results of operations;

    market perception of our progress toward announced objectives;

    announcements of technological innovations by us or our competitors or technology standards;

    announcements of significant contracts by us or our competitors;

    changes in our pricing policies or the pricing policies of our competitors;

    developments with respect to intellectual property rights;

    the introduction of new products or product enhancements by us or our competitors;

    the commencement of or our involvement in litigation;

    resolution of significant litigation in a manner adverse to our business;

    our sale or purchase of common stock or other securities in the future;

    conditions and trends in technology industries;

    changes in market valuation or earnings of our competitors;

    the trading volume of our common stock;

    announcements of potential acquisitions;

    the adoption rate of new products incorporating our or our competitors' technologies, including Blu-ray Disc players;

    changes in the estimation of the future size and growth rate of our markets; and

    general economic conditions.

        In addition, the stock market in general, and the NASDAQ Global Select Market and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Further, the market prices of securities of technology companies have been particularly volatile. These broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company's securities, securities class- action litigation has often been instituted against that company. Such litigation, if instituted against us, could result in substantial costs and a diversion of management's attention and resources.

    Shares of our common stock are relatively illiquid.

        As a result of our relatively small public float, our common stock may be less liquid than the common stock of companies with broader public ownership. Among other things, trading of a relatively small volume of our common shares may have a greater impact on the trading price for our shares than would be the case if our public float were larger.

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Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

(c)   Purchases of Equity Securities by the Issuer and Affiliated Purchasers

        Stock repurchase activity during the quarter ended March 31, 2012 was as follows:

Period
  Total
Number
of Shares
Purchased(1)
  Average
Price Paid
per Share
  Total Number
of Shares
Purchased as
Part of Publicly
Announced Plan
  Maximum Number
of Shares that May
Yet Be Purchased
Under the Plan
 

January 1, 2012 through January 31, 2012

                 

February 1, 2012 through February 29, 2012

    32,495   $ 27.55         2,000,000  

March 1, 2012 through March 31, 2012

    72,458   $ 28.44     71,600     1,928,400  
                     

Total

    104,953   $ 28.17 (2)   71,600     1,928,400  
                     

Notes:

(1)
Consists of (i) shares repurchased in open market transactions pursuant to a Board of Directors authorization, which we announced on February 22, 2012, for us to repurchase up to two million shares of our common stock in the open market or in privately negotiated transactions, depending upon market conditions and other factors, and (ii) shares repurchased from employees and effectively retired to satisfy statutory withholding requirements upon the vesting of restricted stock.

(2)
Represents weighted average price paid per share during the quarter ended March 31, 2012.

Item 3.    Defaults Upon Senior Securities

        None.

Item 4.    Mine Safety Disclosures

        None.

Item 5.    Other Information

        None.

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Item 6.    Exhibits

 
   
  Filed
with
this
Form
10-Q
   
   
   
 
   
  Incorporated by Reference
Exhibit
Number
   
  Exhibit Title   Form   File No.   Date Filed
  2.1   Agreement and Plan of Merger and Reorganization, dated as of April 16, 2012, by and among DTS, Inc., DTS Merger Sub, Inc, DTS LLC, and SRS Labs, Inc.       8-K   000-50335-12764511   4/17/12

 

2.2

 

Voting Agreement, dated as of April 16, 2012, by and among DTS, Inc., Mr. Thomas C. K. Yuen, Misako Yuen, The Thomas and Misako Yuen Family Foundation, and Thomas Yuen Family Trust

 

 

 

8-K

 

000-50335-12764511

 

4/17/12

 

2.3

 

Amendment No. 1 to Voting Agreement, dated April 26, 2012, by and among DTS, Inc., Mr. Thomas C. K. Yuen, Misako Yuen, The Thomas and Misako Yuen Family Foundation, and Thomas Yuen Family Trust

 

 

 

13D

 

005-49103-12784432

 

4/26/12

 

10.1*

 

Employment Agreement, dated March 1, 2012, between DTS, Inc. and Patrick J. Watson

 

 

 

10-K

 

000-50335-12662201

 

3/2/12

 

10.2*

 

Employment Agreement, dated March 26, 2012, between DTS, Inc. and Kris M. Graves

 

X

 

 

 

 

 

 

 

31.1

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

 

X

 

 

 

 

 

 

 

31.2

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

 

X

 

 

 

 

 

 

 

32.1‡

 

Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. section 1350

 

X

 

 

 

 

 

 

41


Table of Contents

 
   
  Filed
with
this
Form
10-Q
   
   
   
 
   
  Incorporated by Reference
Exhibit
Number
   
  Exhibit Title   Form   File No.   Date Filed
  32.2‡   Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. section 1350   X            

 

101.INS**

 

XBRL Instance Document

 

X

 

 

 

 

 

 

 

101.SCH**

 

XBRL Taxonomy Extension Schema Document

 

X

 

 

 

 

 

 

 

101.CAL**

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

X

 

 

 

 

 

 

 

101.DEF**

 

XBRL Extension Definition

 

X

 

 

 

 

 

 

 

101.LAB**

 

XBRL Taxonomy Extension Label Linkbase Document

 

X

 

 

 

 

 

 

 

101.PRE**

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

X

 

 

 

 

 

 

*
Indicates management contract, arrangement or compensatory plan.

This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

**
XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    DTS, Inc.

Date: May 9, 2012

 

by:

 

/s/ JON E. KIRCHNER

Jon E. Kirchner
Chairman and Chief Executive Officer
(Duly Authorized Officer)

Date: May 9, 2012

 

by:

 

/s/ MELVIN L. FLANIGAN

Melvin L. Flanigan
Executive Vice President, Finance and
Chief Financial Officer
(Principal Financial and Accounting Officer)

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EXHIBIT INDEX

 
   
  Filed with
this
Form
10-Q
  Incorporated by Reference
Exhibit
Number
   
  Exhibit Title   Form   File No.   Date Filed
      2.1   Agreement and Plan of Merger and Reorganization, dated as of April 16, 2012, by and among DTS, Inc., DTS Merger Sub, Inc, DTS LLC, and SRS Labs, Inc.       8-K   000-50335-12764511   4/17/12

 

    2.2

 

Voting Agreement, dated as of April 16, 2012, by and among DTS, Inc., Mr. Thomas C. K. Yuen, Misako Yuen, The Thomas and Misako Yuen Family Foundation, and Thomas Yuen Family Trust

 

 

 

8-K

 

000-50335-12764511

 

4/17/12

 

    2.3

 

Amendment No. 1 to Voting Agreement, dated April 26, 2012, by and among DTS, Inc., Mr. Thomas C. K. Yuen, Misako Yuen, The Thomas and Misako Yuen Family Foundation, and Thomas Yuen Family Trust

 

 

 

13D

 

005-49103-12784432

 

4/26/12

 

  10.1*

 

Employment Agreement, dated March 1, 2012, between DTS, Inc. and Patrick J. Watson

 

 

 

10-K

 

000-50335-12662201

 

3/2/12

 

  10.2*

 

Employment Agreement, dated March 26, 2012, between DTS, Inc. and Kris M. Graves

 

X

 

 

 

 

 

 

 

  31.1

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

 

X

 

 

 

 

 

 

 

  31.2

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

 

X

 

 

 

 

 

 

 

  32.1‡

 

Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. section 1350

 

X

 

 

 

 

 

 

Table of Contents

 
   
  Filed with
this
Form
10-Q
  Incorporated by Reference
Exhibit
Number
   
  Exhibit Title   Form   File No.   Date Filed
    32.2‡   Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. section 1350   X            

 

101.INS**

 

XBRL Instance Document

 

X

 

 

 

 

 

 

 

101.SCH**

 

XBRL Taxonomy Extension Schema Document

 

X

 

 

 

 

 

 

 

101.CAL**

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

X

 

 

 

 

 

 

 

101.DEF**

 

XBRL Extension Definition

 

X

 

 

 

 

 

 

 

101.LAB**

 

XBRL Taxonomy Extension Label Linkbase Document

 

X

 

 

 

 

 

 

 

101.PRE**

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

X

 

 

 

 

 

 

*
Indicates management contract, arrangement or compensatory plan.

This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

**
XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.