8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2009

SRS LABS, INC.

 (Exact Name of registrant as specified in its charter)

Delaware	0-21123	33-0714264
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2909 Daimler Street Santa Ana, California	92705
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 442-1070

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.              Results of Operation and Financial Condition.

The information being furnished in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On November 2, 2009, SRS Labs, Inc. issued a press release announcing its operating results for the three and nine months ended September 30, 2009.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01.              Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated November 2, 2009.

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.

	SRS LABS, INC.,
	a Delaware corporation
Date: November 2, 2009
	By:	/S/ THOMAS C.K. YUEN
		Thomas C.K. Yuen
		Chairman of the Board and
		Chief Executive Officer

2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

SRS Labs Reports Third Quarter 2009 Results

Santa Ana, Calif., November 2, 2009 - SRS Labs, Inc. (NASDAQ: SRSL), the industry leader in surround sound, audio and voice technologies, reported financial results for the third quarter ended September 30, 2009.

Revenues in the third quarter 2009 totaled a record $7.2 million, an increase of 67% from $4.3 million in the same period a year ago. The improvement was primarily due to increased revenues in the home entertainment, personal telecommunications and personal computer markets, as well a recovery of previously under-reported royalties.

Operating expenses in the quarter totaled $5.7 million, an increase of 17% from $4.9 million in the same quarter a year ago. The increase was primarily attributable to the continued investment in additional sales, marketing and engineering personnel. .

For the third quarter of 2009, operating income totaled $1.4 million, an improvement from an operating loss of $0.6 million in the third quarter of 2008, and net income totaled $1.5 million or $0.10 per basic and diluted share, an improvement from a net loss of $0.3 million or $(0.02) per basic and diluted share in the third quarter of 2008.

Quarter-end cash and cash equivalents and short-term investments totaled $40.3 million as of September 30, 2009, as compared to $39.4 million at the end of the prior quarter.

“This record revenue quarter, which also marked our fourth quarter of consecutive year-over-year revenue growth, was driven by increased revenues from our new licensees and our royalty recovery program,” said Thomas C.K. Yuen, SRS Lab’s chairman and CEO. “We are pleased that revenues from our four most important markets; television, mobile, personal computers and MSO/Set Top Box, all had significant growth from the prior quarter, and as compared to the same quarter in the prior year.

During the third quarter of 2009 we intensified our marketing campaign to build the SRS brand by taking advantage of the strong positive consumer reaction to our TruVolume audio leveling solution.  Beginning in October, our TruVolume television and movie theater advertising campaign premiered in select major metropolitan areas,” said Yuen.

Business Outlook

Based on current business conditions and expectations, SRS Labs expects revenues for the fiscal year 2009 ending December 31 to exceed a 30% annual growth rate as compared to fiscal year 2008.

Conference CallSRS Labs will hold a conference call later today (November 2, 2009) to discuss these third quarter 2009 financial results. Chairman and CEO Thomas C.K. Yuen, CFO Ulrich Gottschling and VP of Marketing Allen Gharapetian will host the call starting at 5:00 p.m. Eastern time. A question and answer session will follow management’s presentation.

Dial-In Number: 1-866-219-5894

Conference ID#: 1401604

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization and instruct you to wait until the call begins. If you have any difficulty connecting with the conference call, please contact the Liolios Group at 949-574-3860.

Investors may also listen to the conference call live online via a link available on the SRS Labs investor relations home page at www.srslabs.com.

The website will host a replay of the call available after 8:00 p.m. Eastern time. Investors may also listen to the replay by dialing 1-866-837-8032 and entering conference ID#: 1401604, available until November 16, 2009.

About SRS Labs, Inc.
Founded in 1993, SRS Labs is the industry leader in audio signal processing for consumer electronics. Beginning with the audio technologies originally developed at Hughes Aircraft, SRS Labs holds over 150 worldwide patents and is recognized by the industry as the foremost authority in research and application of audio post processing technologies based on the human auditory principles. Through partnerships with leading global CE companies, semiconductor manufacturers and software partners, SRS is recognized as the de facto standard in audio enhancement, surround sound, volume leveling and voice processing technologies. SRS solutions have been included in over one billion electronic products sold worldwide including flat panel HDTVs, STBs, mobile phones, portable media devices, PCs and automotive entertainment. SRS Labs supports its partners around the globe with a network of offices in regions including the U.S., China, Europe, Japan, Korea and Taiwan. For more information, visit www.srslabs.com. Visit SRS Labs’ blog at www.soundingoff.srslabs.com, on Facebook at www.facebook.com/srslabs or on Twitter at www.twitter.com/srslabs.

Safe Harbor Statement

This press release includes forward-looking statements that are based on our current expectations, estimates and projections about SRS Labs, Inc., management’s beliefs and certain assumptions made by us, and events beyond our control, all of which are subject to change. Such forward-looking statements include, but are not limited to, statements relating to our future growth opportunities, competitive position, expansion and investment plans, and operating results and profitability. Forward-looking statements can often be identified by words such as “expects,” “anticipates,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “likely,” “potential,” “continue,” similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results or the commitments made by us herein, and they are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement. The risks and uncertainties referred to above include, but are not limited to, the loss of any significant customer; the acceptance of new SRS Labs products and technologies; our ability to increase our brand awareness and enter into new or expanded license arrangements; the impact of competitive products and pricing; general economic and business conditions that may adversely impact sales of consumer products incorporating our technologies or that otherwise may impact our operating results and future performance; the timely development and release of technologies by the Company; and such other factors described in our filings with the Securities and Exchange Commission. The forward-looking statements in this press release speak only as of the date they are made. We do not undertake any obligation to revise or update publicly any forward-looking statement for any reason.

Company Contacts:

Ulrich Gottschling

Chief Financial Officer

SRS Labs, Inc.

Tel 949-442-5596

ir@srslabs.com

Matt Glover

Investor Relations

Liolios Group, Inc.

Tel 949-574-3860

info@liolios.com

 SRS LABS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	September, 2009			December 31, 2008
	(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	26,793,969		$	31,599,087
Accounts receivable, net	1,014,915			332,711
Prepaid expenses and other current assets	1,181,189			864,095
Short-term investments	13,501,000			7,836,000
Total Current Assets	42,491,073			40,631,893
Property and equipment, net	481,125			423,921
Intangible assets, net	2,519,578			2,354,725
Deferred income taxes, net	5,011,442			3,471,421
Total Assets	$	50,503,218		$	46,881,960
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	553,473		$	314,382
Accrued liabilities	1,396,561			996,268
Deferred revenue	1,461,055			1,802,024
Total Current Liabilities	3,411,089			3,112,674
Commitments and Contingencies
Stockholders’ Equity
Preferred stock—$.001 par value; 2,000,000 shares authorized; no shares issued or outstanding	—			—
Common stock—$.001 par value; 56,000,000 shares authorized; 14,476,094 and 14,419,418 shares issued and outstanding at September 30, 2009 and December 31, 2008, respectively	14,477			14,420
Additional paid-in capital	64,299,297			62,639,075
Accumulated deficit	(17,221,645		)	(18,884,209		)
Total Stockholders’ Equity	47,092,129			43,769,286
Total Liabilities and Stockholders’ Equity	$	50,503,218		$	46,881,960

SRS LABS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2009		2008			2009		2008
Revenues	$	7,230,118	$	4,319,433		$	17,989,657	$	13,438,565
Cost of sales	67,858		22,107			202,032		88,426
Gross profit	7,162,260		4,297,326			17,787,625		13,350,139
Operating expenses:
Sales and marketing (1)	2,852,165		2,399,362			8,089,263		6,946,502
Research and development (1)	1,481,555		999,969			4,059,132		2,859,899
General and administrative (1)	1,411,162		1,524,529			4,217,046		4,490,484
Total operating expenses	5,744,882		4,923,860			16,365,441		14,296,885
Operating (loss) income	1,417,378		(626,534		)	1,422,184		(946,746		)
Other income, net	82,724		310,219			279,543		1,093,543
(Loss) income before income taxes	1,500,102		(316,315		)	1,701,727		146,797
Income taxes	25,088		—			39,163		13,232
Net (loss) income	$	1,475,014	$	(316,315	)	$	1,662,564	$	133,565
Net (loss) income per common share:
Basic	$	0.10	$	(0.02	)	$	0.12	$	0.01
Diluted	$	0.10	$	(0.02	)	$	0.11	$	0.01
Weighted average shares used in the per share calculations:
Basic	14,627,089		15,779,486			14,439,228		15,778,493
Diluted	15,184,824		15,779,486			14,762,281		16,249,158

(1)   Includes share-based compensation as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009		2008
Sales and marketing	$	134,804	$	111,751	$	381,721	$	381,607
Research and development	114,949		85,734		333,768		294,684
General and administrative	233,224		227,706		714,851		666,142
Total share-based compensation	$	482,977	$	425,191	$	1,430,340	$	1,342,433