<PAGE>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                ----------------

(Mark One)

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

                  For the quarterly period ended March 31, 2002

                                       OR

              [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

        For the transition period from _______________ to ______________

                         Commission File Number 0-21123

                                 SRS LABS, INC.
             (Exact name of registrant as specified in its charter)

                                ----------------

                 Delaware                                        33-0714264
     (State or other jurisdiction of                          (I.R.S. Employer
      incorporation or organization)                         Identification No.)

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

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

                                 Not Applicable
   (Former name, former address and former fiscal year, if changed since last
                                    report)

                                ----------------

     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. [X] Yes [ ] No

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: as of April 30, 2002,
12,693,869 shares of the issuer's common stock, par value $0.001 per share, were
outstanding. In addition, as of April 30, 2002, 124,900 shares of the issuer's
common stock were held as treasury shares.

================================================================================

<PAGE>

                                 SRS LABS, INC.

                                    Form 10-Q
                       For the Period Ended March 31, 2002

                                      Index

<TABLE>
<CAPTION>
                                                                                                                             Page
                                                                                                                             ----
<S>                                                                                                                          <C>
PART I - FINANCIAL INFORMATION

     Item 1.    Financial Statements .....................................................................................     4

                Condensed Consolidated Balance Sheets as of March 31, 2002 (Unaudited) and December 31, 2001 .............     4

                Condensed Consolidated Statements of Operations for the three months ended March 31, 2002 and
                2001 (Unaudited) .........................................................................................     5

                Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31,
                2002 and 2001 (Unaudited) ................................................................................     5

                Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2002 and
                2001 (Unaudited) .........................................................................................     6

                Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) .............................     7

     Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations ....................    11

     Item 3.    Quantitative and Qualitative Disclosures About Market Risk ...............................................    18


PART II - OTHER INFORMATION

     Item 6.    Exhibits and Reports on Form 8-K .........................................................................    19

SIGNATURES ...............................................................................................................    20
</TABLE>

                                       2

<PAGE>

                           FORWARD-LOOKING INFORMATION

     This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended, reflecting
management's current expectations. Examples of such forward-looking statements
include the expectations of the Company with respect to its strategy. Although
the Company believes that its expectations are based upon reasonable
assumptions, there can be no assurances that the Company's financial goals will
be realized. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Numerous factors may affect the Company's
actual results and may cause results to differ materially from those expressed
in forward-looking statements made by or on behalf of the Company. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, the words, "believes," "anticipates," "plans," "expects" and similar
expressions are intended to identify forward-looking statements. The important
factors discussed in Part I, Item 2, "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Factors That May Affect Future
Results", herein, among others, could cause actual results to differ materially
from those indicated by forward-looking statements made herein and presented
elsewhere by management. Such forward-looking statements represent management's
current expectations and are inherently uncertain. Investors are warned that
actual results may differ from management's expectations. The Company assumes no
obligation to update the forward-looking information to reflect actual results
or changes in the factors affecting such forward-looking information.

                                       3

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                                 SRS LABS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  March 31,     December 31,
                                                                    2002            2001
                                                                ------------    ------------
                                                                 (Unaudited)
<S>                                                             <C>             <C>
                            ASSETS

Current Assets
    Cash and cash equivalents ...............................   $ 18,947,180    $ 19,011,167
    Investments available for sale ..........................        578,214         582,556
    Accounts receivable, net ................................      1,187,803         870,016
    Inventories, net ........................................      1,528,261       1,624,067
    Prepaid expenses and other current assets ...............        389,211         631,844
    Deferred income taxes ...................................        219,429         219,429
                                                                ------------    ------------

         Total Current Assets ...............................     22,850,098      22,939,079

  Furniture, fixtures & equipment, net ......................      1,599,390       1,672,801
  Goodwill, net .............................................        483,031         324,175
  Intangible assets, net ....................................      2,183,729       2,527,834
  Deferred income taxes .....................................        799,499         799,499
                                                                ------------    ------------

         Total Assets .......................................   $ 27,915,747    $ 28,263,388
                                                                ============    ============

             LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
    Accounts payable ........................................   $    802,344    $    822,698
    Accrued liabilities .....................................      1,693,146       1,357,105
    Income taxes payable ....................................      1,151,969       1,144,493
                                                                ------------    ------------

         Total Current Liabilities ..........................      3,647,459       3,324,296

Minority interest ...........................................        383,331         403,079
Commitments and contingencies


Stockholders' Equity
    Preferred stock - $.001 par value; 2,000,000 shares
     authorized; no shares issued and outstanding ...........             --              --
    Common stock - $.001 par value; 56,000,000 shares
     authorized; 12,818,769 and 12,789,644 shares issued;
     and 12,693,869 and 12,664,744 shares outstanding at
     March 31, 2002 and December 31, 2001, respectively......         12,819          12,790
    Additional paid-in capital ..............................     55,787,922      55,745,867
    Cumulative other comprehensive loss .....................        (76,462)        (74,055)
    Accumulated deficit .....................................    (31,387,328)    (30,696,595)
    Less treasury stock at cost, 124,900 shares .............       (451,994)       (451,994)
                                                                ------------    ------------

         Total Stockholders' Equity .........................     23,884,957      24,536,013
                                                                ------------    ------------


         Total Liabilities and Stockholders' Equity .........   $ 27,915,747    $ 28,263,388
                                                                ============    ============
</TABLE>

     See accompanying notes to the condensed interim consolidated financial
                                   statements

                                       4



<PAGE>

                                 SRS LABS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                               March 31,
                                                     ----------------------------
                                                         2002            2001
                                                     ------------    ------------
<S>                                                  <C>             <C>
Total revenues ...................................   $  3,555,380    $  4,330,881
Cost of sales ....................................        793,345       2,301,290
                                                     ------------    ------------
Gross margin .....................................      2,762,035       2,029,591

Expenses
Sales and marketing ..............................      1,260,440       1,391,380
Research and development .........................        965,076         878,094
General and administrative .......................      1,233,525       1,561,926
                                                     ------------    ------------
  Total expenses .................................      3,459,041       3,831,400
  Loss from operations ...........................       (697,006)     (1,801,809)
Other income, net ................................         87,963         234,041
Minority interest ................................         19,748          72,828
                                                     ------------    ------------
Loss before income tax expense ...................       (589,295)     (1,494,940)
Income tax expense ...............................        101,438          70,594
                                                     ------------    ------------
Net loss .........................................   $   (690,733)   $ (1,565,534)
                                                     ============    ============

Net loss per common share:
   Basic and diluted .............................   $      (0.05)   $      (0.12)
                                                     ============    ============

Weighted average shares used in the calculation of
   net loss per common share:
   Basic and diluted .............................     12,669,407      12,582,262
                                                     ============    ============
</TABLE>

                                 SRS LABS, INC.
             CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                               March 31,
                                                     ----------------------------
                                                         2002            2001
                                                     ------------    ------------
<S>                                                  <C>             <C>
Net loss .........................................   $   (690,733)   $ (1,565,534)
Other comprehensive income (loss)
   Unrealized (loss) gain on investments available
     for sale, net of tax ........................         (2,407)          8,296
                                                     ------------    ------------
Comprehensive loss ...............................   $   (693,140)   $ (1,557,238)
                                                     ============    ============
</TABLE>

     See accompanying notes to the condensed interim consolidated financial
                                   statements

                                       5

<PAGE>

                                 SRS LABS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                               March 31,
                                                                      ----------------------------
                                                                          2002            2001
                                                                      ------------    ------------
<S>                                                                   <C>             <C>
Cash Flows From Operating Activities:
Net loss ..........................................................   $   (690,733)   $ (1,565,534)
Adjustments to reconcile net loss to net cash provided by (used in)
  operating activities:
      Depreciation and amortization ...............................        352,407         531,487
      Minority interest ...........................................        (19,748)        (72,828)
      Provision for doubtful accounts .............................         38,319           3,982
      Provision for obsolete inventory ............................         93,714         (68,508)
      Other .......................................................             --           2,277
      Amortization of premium on investments available for sale ...            263           4,781
      Increase in deferred stock option compensation ..............         13,703          19,412
      Changes in operating assets and liabilities:
         Accounts receivable ......................................       (356,106)       (787,149)
         Inventories ..............................................          2,092         465,768
         Prepaid expenses and other current assets ................        242,633         189,111
         Accounts payable .........................................        (20,354)       (142,204)
         Accrued liabilities ......................................        336,041        (104,298)
         Income taxes payable .....................................          9,148         (20,027)
                                                                      ------------    ------------
     Net cash provided by (used in) operating activities ..........          1,379      (1,543,730)

Cash Flows From Investing Activities:
Purchase of furniture, fixtures and equipment .....................        (93,747)       (196,101)
Proceeds from sale of investments available for sale ..............             --       1,700,000
                                                                      ------------    ------------
     Net cash (used in) provided by investing activities ..........        (93,747)      1,503,899

Cash Flows From Financing Activities:
Principal payment on line of credit ...............................             --      (4,000,000)
Proceeds from exercise of stock options ...........................         28,381             631
                                                                      ------------    ------------
     Net cash provided by (used in) financing activities ..........         28,381      (3,999,369)
                                                                      ------------    ------------

Net decrease in cash and cash equivalents .........................        (63,987)     (4,039,200)
Cash and cash equivalents, beginning of period ....................     19,011,167      24,128,480
                                                                      ------------    ------------

Cash and cash equivalents, end of period ..........................   $ 18,947,180    $ 20,089,280
                                                                      ============    ============

Supplemental Disclosures Of Cash Flow Information:
   Cash paid during the period for:
     Interest .....................................................   $         --    $    125,834
     Income taxes .................................................   $     92,290    $     90,622
Supplemental Disclosures Of Non-Cash Investing and
  Financing Activities:
     Unrealized (loss) gain on investments, net ...................   $     (2,407)   $      8,296
</TABLE>

     See accompanying notes to the condensed interim consolidated financial
                                   statements

                                       6

<PAGE>

                                 SBS LABS, INC.
        NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

1.   General/Basis of Presentation

     SRS Labs, Inc. ("SRS Labs") conducts its business activities through the
following three operating business units: SRS Labs, the parent company; its
wholly-owned subsidiary, ValenceTech Limited and ValenceTech Limited's
wholly-owned subsidiaries (collectively "Valence"); and its majority-owned
subsidiary, SRSWOWcast.com, Inc., doing business as SRSWOWcast Technologies
("SRSWOWcast"). SRS Labs and its majority-owned and wholly-owned subsidiaries
together are hereby collectively referred to as the "Company".

     The Company is a developer and provider of application specific integrated
circuits, ("ASICs"), standard integrated circuits ("ICs") and audio and voice
technology solutions for the consumer electronics, home theater, DVD, portable
audio, wireless device, computer, game, broadcast, Internet and
telecommunications markets. The Company operates in the following five business
segments:

..    SRS Labs

      .   Licensing: SRS Labs develops and licenses audio and voice technologies
          ---------
          to original equipment manufacturers ("OEMs") and semiconductor
          manufacturers around the world.

      .   Products: SRS Labs sells consumer products which incorporate its
          --------
          proprietary technologies.

..    Valence

      .   ASICs: Valence develops and markets technology solutions in the form
          -----
          of analog and digital signal processor ("DSP") ASIC semiconductors or
          other imbedded custom semiconductor designs to OEMs.

      .   Component Distribution: Valence is an authorized, non-exclusive
          ----------------------
          distributor of semiconductor components, subassemblies and finished
          goods for selected OEM customers. The Company expects this business
          segment will be completely phased out by the end of 2002.

..    SRSWOWcast

      .   Internet and Broadcast: SRSWOWcast develops and licenses software and
          ----------------------
          hardware audio enhancement technology solutions for the Internet and
          broadcast markets.

     The accompanying condensed interim consolidated financial statements have
been prepared by the Company without audit in conformity with accounting
principles generally accepted in the United States of America ("generally
accepted accounting principles") for interim financial information and with the
rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In
the opinion of management, all adjustments (which include only normal recurring
adjustments) considered necessary for a fair presentation have been included.
Certain accounts as previously reported have been reclassified to conform to the
current period presentation.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to SEC rules and regulations for
presentation of interim financial information. Therefore, the condensed interim
consolidated financial statements should be read in conjunction with the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2001. Current and future financial statements may not be directly comparable to
the Company's historical financial statements. The results of operations for the
interim periods are not necessarily indicative of the results to be expected for
the full year.

2.   Intangible Assets, Goodwill and Amortization

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141 "Business
Combinations", which, among other things, requires the purchase method of
accounting be used for all business combinations initiated after June 30, 2001,
no longer permits the use of the pooling-of-interests method of accounting for
business combinations and broadens the criteria for recording intangible assets
separate from goodwill.

     In July 2001, FASB issued SFAS No. 142 "Goodwill and Other Intangible
Assets", which, among other things, establishes new standards for goodwill
acquired in a business combination, eliminates the amortization of goodwill and
other identifiable intangible assets with indefinite useful lives and requires
the carrying value of goodwill and identifiable intangibles to be evaluated for
impairment on an annual basis. Identifiable intangible assets with a
determinable useful life will continue to be amortized over that period. On
January 1, 2002, the Company adopted SFAS No. 142.

                                       7

<PAGE>

                                 SBS LABS, INC.
        NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

     SFAS No. 141 requires assembled workforce intangibles to be reclassified to
goodwill in the same period SFAS No. 142 is initially adopted. Net loss for the
quarter ended March 31, 2001 would have been reduced by $81,299 had goodwill and
assembled workforce intangible amortization been discontinued effective January
1, 2001. Net loss per common share for the quarter ended March 31, 2001, after
adjusting for the impact of discontinued goodwill and assembled workforce
intangible amortization, would have remained unchanged at $(0.12) per common
share.

     Changes to goodwill and intangible assets during the quarter ended March
31, 2002, including the effects of adopting SFAS No. 141 and SFAS No. 142, are
as follows:

<TABLE>
<CAPTION>
                                                         Goodwill    Intangibles       Total
                                                         --------    -----------       -----
          <S>                                          <C>           <C>            <C>
          Balance at December 31, 2001, net of
            accumulated amortization ................. $   324,175   $ 2,527,834    $ 2,852,009
          Intangible assets reclassified to goodwill       158,856      (158,856)            --
          Amortization expense .......................          --      (185,249)      (185,249)
                                                       -----------   -----------    -----------
          Balance at March 31, 2002, net of
            accumulated amortization ................. $   483,031   $ 2,183,729    $ 2,666,760
                                                       ===========   ===========    ===========
</TABLE>

     At March 31, 2002 goodwill and intangible assets with a cost of $1,711,886
and $6,247,002, respectively had accumulated amortization balances of $1,228,855
and $4,063,273, respectively. The balance of goodwill relates to the Valence
ASIC and component distribution business segments.

     All identified intangible assets required to be amortized under SFAS No.
142 are amortized on a straight-line basis. Estimated future amortization
expense relating to these identified intangible assets is as follows for the
years ending December 31,

                         2002 ......................  $581,315
                         2003 ......................  $354,905
                         2004 ......................  $346,931
                         2005 ......................  $323,785
                         2006 ......................  $304,525

3.   Investments Available for Sale

     The Company has classified its investments as available-for-sale in
accordance with SFAS No. 115 "Accounting for Certain Investments in Debt and
Equity Securities". As of March 31, 2002, the Company's available-for-sale
investments consist of municipal bonds with a cost of $570,011 and an estimated
fair value of $578,214, based on quoted market prices. The gross unrealized
gains on these investments of $8,203 net of income taxes of $3,363 are reported
as a separate component of stockholders' equity.

4.   Inventories

     Inventories, which consist of finished goods, are stated at the lower of
cost or net realizable value. Cost is calculated using the weighted average
method and is comprised of material costs and, where applicable, subcontracting
and overhead costs that have been incurred in bringing the inventories to their
present location and condition. Net realizable value represents the estimated
selling price less costs to be incurred in selling and distribution.

5.   Minority Interest

     Minority interest represents the minority stockholders' proportionate share
of the equity in consolidated subsidiary SRSWOWcast. At March 31, 2002, the
Company owned approximately 87% of the outstanding capital stock of SRSWOWcast.

6.   Net Loss Per Common Share

     The Company computes loss per share in accordance with SFAS No. 128,
"Earnings per Share" ("SFAS 128"). SFAS 128 requires the Company to disclose
basic and diluted earnings per share.

                                       8

<PAGE>

                                 SBS LABS, INC.
        NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

7.   Commitments and Contingencies

     The Company is subject to legal proceedings and claims that arise in the
normal course of business. While the outcome of these proceedings and claims
cannot be predicted with certainty, management does not believe that the outcome
of any of these matters will have a material adverse effect on the Company's
consolidated financial position or results of operations.

8.   Stockholders' Equity

     During the fiscal year ended December 31, 1998 ("Fiscal 1998"), the
Company's Board of Directors authorized the repurchase of up to 500,000 of the
outstanding shares of the Company's common stock for a period from December 23,
1998 to December 31, 1999 (the "1998 Repurchase Program"). Under the 1998
Repurchase Program, 71,100 shares had been repurchased at a cost of $263,281. On
September 17, 2001, the Company's Board of Directors authorized the repurchase
of up to 250,000 of the outstanding shares of the Company's common stock for a
period from September 17, 2001 to March 17, 2002 (the "2001 Repurchase
Program"). As of March 31, 2002, 53,800 shares had been repurchased at a cost of
$188,713 under the 2001 Repurchase Program. All repurchased shares under both
the 1998 Repurchase Program and the 2001 Repurchase Program are reflected as
treasury stock in the accompanying consolidated balance sheets.

9.   Segment Information

     During 2001 the Company changed the composition of its segments to
correspond with how management now assesses the performance of each operating
segment. Segment information for the three months ended March 31, 2001,
previously two segments, has been restated to conform to the current year
presentation. The Company operates its three operating units in the following
five business segments: (i) SRS Labs - the licensing of technologies developed
by the Company to OEMs and semiconductor manufacturers; (ii) SRS Labs - the sale
of consumer products incorporating SRS proprietary technologies; (iii) Valence -
the development and marketing of technology either in the form of ASICs or other
imbedded custom semiconductor designs; (iv) Valence - the component distribution
business; and (v) SRSWOWcast - the sale of hardware and software solutions to
the Internet and broadcast audio markets. The Company does not allocate
corporate operating expenses or specific assets to these segments. Therefore,
the segment information that follows includes only net revenues, cost of sales
and gross margins of the identified segments:

<TABLE>
<CAPTION>
                                                                              Business Segments
                                              ---------------------------------------------------------------------------------
                                                      SRS Labs                 Valence              SRSWOWcast
                                              -----------------------   -----------------------   ---------------
                                                                                                   Internet and
                                               Licensing    Products       ASIC      Components   Broadcast Sales      Total
                                               ---------    --------       ----      ----------   ---------------      -----
          <S>                                 <C>          <C>          <C>          <C>             <C>             <C>
          Three Months Ended
          March 31, 2002
          Net revenues ...................    $1,795,722   $   24,919   $1,471,142   $  234,931      $   28,666      $3,555,380
          Cost of sales ..................        26,272       17,967      514,821      234,217              68         793,345
                                              ----------   ----------   ----------   ----------      ----------      ----------
          Gross margin ...................    $1,769,450   $    6,952   $  956,321   $      714      $   28,598      $2,762,035
                                              ==========   ==========   ==========   ==========      ==========      ==========

          Three Months Ended
          March 31, 2001
          Net revenues ...................    $1,164,481   $   14,255   $1,083,913   $2,064,428           3,804      $4,330,881
          Cost of sales ..................         7,672       11,728      410,710    1,871,180              --       2,301,290
                                              ----------   ----------   ----------   ----------      ----------      ----------
          Gross margin ...................    $1,156,809   $    2,527   $  673,203   $  193,248      $    3,804      $2,029,591
                                              ==========   ==========   ==========   ==========      ==========      ==========
</TABLE>

10.  Recent Accounting Pronouncements

     In August 2001, FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations", which addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
retirement costs. SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002. Management does not believe the adoption of SFAS No. 143 will
have a material impact on the Company's consolidated results of operations,
financial position or cash flows.

                                       9

<PAGE>

                                 SBS LABS, INC.
        NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

     In October 2001, FASB issued SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets", which addresses financial accounting and
reporting for the impairment of long-lived assets and for long-lived assets to
be disposed of either by sale or other than by sale. SFAS No. 144 is effective
for fiscal years beginning after December 15, 2001. The adoption of SFAS No. 144
did not have a material impact on the Company's consolidated results of
operations, financial position or cash flows.

                                       10

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

     This information should be read in conjunction with the unaudited condensed
interim consolidated financial statements and the notes thereto included in this
Quarterly Report, and the audited consolidated financial statements and notes
thereto and Management's Discussion and Analysis of Financial Condition and
Results of Operations contained in the Company's Annual Report on Form 10-K for
the year ended December 31, 2001. The forward-looking statements in this
discussion regarding the markets in which the Company operates, our expectations
regarding our future performance, liquidity and capital resources and other
non-historical statements in this discussion include numerous risks and
uncertainties, as described in "Factors That May Affect Future Results" in this
Report. Our actual results may differ materially from those contained in any
forward-looking statements.

Overview

     SRS Labs, Inc. ("SRS Labs") conducts its business activities through the
following three operating business units: SRS Labs, the parent company; its
wholly-owned subsidiary, ValenceTech Limited and ValenceTech Limited's
wholly-owned subsidiaries (collectively "Valence"); and its majority-owned
subsidiary, SRSWOWcast.com, Inc., doing business as SRSWOWcast Technologies
("SRSWOWcast"). SRS Labs and its majority-owned and wholly-owned subsidiaries
together are hereby collectively referred to as the "Company".

     The Company is a developer and provider of application specific integrated
circuits, ("ASICs"), standard integrated circuits ("ICs") and audio and voice
technology solutions for the consumer electronics, home theater, DVD, portable
audio, wireless device, computer, game, broadcast, Internet and
telecommunications markets. The Company operates in the following five business
segments:

..    SRS Labs

      .   Licensing: SRS Labs develops and licenses audio and voice technologies
          ---------
          to original equipment manufacturers ("OEMs") and semiconductor
          manufacturers around the world.

      .   Products: SRS Labs sells consumer products which incorporate its
          --------
          proprietary technologies.

..    Valence

      .   ASICs: Valence develops and markets technology solutions in the form
          -----
          of analog and digital signal processor ("DSP") ASIC semiconductors or
          other imbedded custom semiconductor designs to OEMs.

      .   Component Distribution: Valence is an authorized, non-exclusive
          ----------------------
          distributor of semiconductor components, subassemblies and finished
          goods for selected OEM customers. The Company expects this business
          segment will be completely phased out by the end of 2002.

..    SRSWOWcast

      .   Internet and Broadcast: SRSWOWcast develops and licenses software and
          ----------------------
          hardware audio enhancement technology solutions for the Internet and
          broadcast markets.

     The Company was formed in 1993 by purchasing all rights and assets of
various audio and speaker technologies from the Hughes Aircraft Company. The
Company successfully completed its initial public offering in August 1996,
raising approximately $22 million. From the Company's inception in 1993 until
February 1998, the Company derived substantially all of its revenues from audio
technology licensing activities for the consumer electronics, computer and game
markets. The primary technologies that contributed to revenue were SRS(R) (Sound
Retrieval System(R)) ("SRS"), which produces a 3D sound-enhanced stereo image
from any mono or stereo source, and TruSurround(TM), a "virtual" audio
technology which processes multi-channel surround sound through any standard
pair of stereo speakers.

     On March 2, 1998, the Company acquired 100% of the outstanding stock of
Valence Technology Inc. (a British Virgin Islands holding company ultimately
succeeded by Valence), with its principal business operations in Hong Kong and
the Peoples Republic of China (the "PRC"). This acquisition significantly
expanded the Company's business activities from the original licensing model to
include the design, manufacture and marketing of ASICs, ICs, components and
other products.

     In addition to the acquisition of Valence Technology, Inc. during the
fiscal year ended December 31, 1998 ("Fiscal 1998"), the Company acquired two
additional technologies. In the first quarter of Fiscal 1998, the Company
acquired certain rights to Voice Intelligibility Processor ("VIP"), a patented
voice processing technology that improves the intelligibility of the spoken
voice, especially in high ambient noise environments and, in the following
quarter, acquired certain rights to Circle Surround, a patented

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<PAGE>

audio delivery system that allows multi-channel surround sound to be encoded
into a two-channel stereo format and allows an encoded two-channel audio source
to be decoded into a multi-channel surround format.

     SRSWOWcast was formed during the fiscal year ended December 31, 1999
("Fiscal 1999") initially to operate as an entertainment portal with original
Internet programming, syndicated programming and a demonstration platform for
SRS audio technologies. In February 2001, SRSWOWcast revised its Internet
strategy in order to focus on the licensing of the Company's audio and voice
enhancement technology solutions for Internet audio, online radio and
traditional broadcast applications, such as television, radio, cable and
satellite. SRSWOWcast has established a direct sales force to market the
technology solutions and a line of hardware and software products. Consistent
with the licensing trademark policy, SRSWOWcast will actively promote the use of
the SRS Labs trademarks and logos and will direct its customers to display the
appropriate SRS technology logo.

     Critical Accounting Policies

     The Company has prepared the accompanying condensed interim consolidated
financial statements without audit in conformity with accounting principles
generally accepted in the United States for interim financial information. We
are required to make certain estimates, judgments and assumptions that we
believe are reasonable based upon available information, historical experience
and/or forecasts. Critical accounting policies are defined as those that are
both very important to the portrayal of the Company's financial condition and
results, and require management's most difficult, subjective or complex
judgments. These estimates, judgments and assumptions affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported revenues and expenses during the reporting periods. Actual results
could differ from these estimates. The accounting policies which management
believes are the most critical to aid in fully understanding and evaluating our
reported financial results include those relating to allowances for doubtful
accounts receivable and inventory obsolescence reserves.

     Allowance for Doubtful Accounts

     The Company's trade receivables are derived from sales to OEMs and
distributors in the consumer electronics, home theater, computer, game,
broadcast, Internet and telecommunications markets primarily in Asia, North
America and Europe. The Company makes periodic evaluations of the
creditworthiness of its customers and manages its exposure to losses from bad
debts by limiting the amount of credit extended whenever deemed necessary. The
Company maintains an allowance for estimated uncollectible accounts receivable
and such losses have historically been within management's expectations. Any
deterioration in the financial condition of our customers could result in an
impairment of their ability to pay our accounts receivable in full which may
require an increase in our allowance for doubtful accounts and would negatively
affect operating results.

     Inventory Obsolescence Reserves

     Inventories, which consist of finished goods, are stated at the lower of
cost or net realizable value. Cost is calculated using the weighted average
method and is comprised of material costs and, where applicable, subcontracting
and overhead costs that have been incurred in bringing the inventories to their
present location and condition. Net realizable value represents the estimated
selling price less costs to be incurred in selling and distribution. We
regularly review inventory quantities on hand and record a provision for excess
and obsolete inventory based primarily on our estimates of product demand,
current material costs and/or net realizable value. Adverse changes in
technology or market conditions could result in a decrease in demand for our
products, which may require an increase to our inventory obsolescence reserves
and would negatively affect operating results.

Results of Operations

Three Months Ended March 31, 2002 Compared To Three Months Ended March 31, 2001

Revenues

     The Company generates revenues in five business segments. Semiconductor
revenue consists of design fees and sales of ASICs by Valence to OEM
manufacturers and sales of general purpose ICs designed by the Company under the
brand name ASP. Licensing revenues are royalties generated primarily from the
license of the Company's audio and voice technologies. License and royalty
agreements generally provide for the license of technologies for a specified
period of time for either a single fee or a fee based on the number of units
distributed by the licensee. Component distribution revenue consists of (a) the
manufacture and sale of Valence's own branded product line of VCD players,
amplifiers and game products and (b) the distribution of semiconductor products,
manufacturing components and sub-assemblies to OEMs for the Hong Kong and PRC
markets. Product sales

                                       12

<PAGE>

represent sales of consumer products incorporating one or more of SRS Labs'
proprietary technologies. Internet and broadcast revenues consist of the sale of
hardware and software applications involving the Internet and broadcast audio
markets.

     Total revenues for the three months ended March 31, 2002 were $3,555,380
compared to $4,330,881 for the three months ended March 31, 2001, a decrease of
$775,501 or 17.9%. Semiconductor revenues were $1,471,142 for the three months
ended March 31, 2002 compared to $1,083,913 for the three months ended March 31,
2001 an increase of $387,229 or 35.7%. This increase was due to a refocusing of
efforts toward the ASIC design business at Valence and away from the lower
margin component distribution business. Licensing revenues were $1,795,722 for
the three months ended March 31, 2002 compared to $1,164,481 for the three
months ended March 31, 2001 an increase of $631,241 or 54.2%. This increase was
attributable to a continuation of the sales growth of home entertainment
products such as DVD players and other products which incorporate our
technologies. Component distribution revenues were $234,931 for the three months
ended March 31, 2002 compared to $2,064,428 for the three months ended March 31,
2001 a decrease of $1,829,497 or 88.6%. This decrease was due to the Company's
decision to focus on higher margin semiconductor and licensing revenues and
de-emphasize certain lower margin distribution activities. Product revenues and
revenues generated by the Company's Internet and broadcast based business were
$24,919 and $28,666, respectively for the three months ended March 31, 2002 and
$14,255 and $3,804, respectively for the three months ended March 31, 2001.

Gross Margin

     Cost of sales consists primarily of fabrication costs, assembly and test
costs, and the cost of materials and overhead from operations. The gross margin
percentage increased from 46.9% for the quarter ended March 31, 2001, to 77.7%
for the same period in 2002. The increase is attributable to continued efforts
by Valence to shift away from low margin distribution product lines and an
increase in the revenue mix during the quarter ended March 31, 2002 in high
margin licensing business. Looking forward we expect more modest consolidated
gross margins of approximately 70% due to shifts in the expected revenue mix.

Sales and Marketing

     Sales and marketing expenses consist primarily of employee salaries, sales
consultants' fees and related expenses, sales commissions and product promotion
costs. Sales and marketing expenses were $1,260,440 for the three months ended
March 31, 2002 compared to $1,391,380 for the same prior year period, a decrease
of $130,940, or 9.4%. The net decrease in sales and marketing expenses for the
three months ended March 31, 2002 is primarily attributable to increased efforts
to control marketing costs at SRSWOWcast which refocused its business strategy
in February 2001 to licensing within the Internet and broadcast markets.

Research and Development

     Research and development expenses consist of salaries and related costs of
employees engaged in ongoing research, design and development activities and
costs for engineering materials and supplies. Research and development expenses
were $965,076 for the three months ended March 31, 2002 compared to $878,094 for
the same prior year period, an increase of $86,982, or 9.9%. Research and
development costs as a percentage of revenues increased from 20.3% of revenues
for the quarter ended March 31, 2001 to 27.1% of revenues for the same period
this year.

General and Administrative

     General and administrative ("G&A") expenses consist primarily of
employee-related expenses, legal costs associated with the administration of
intellectual property and other professional fees. G&A expenses were $1,233,525
for the three months ended March 31, 2002 compared to $1,561,926 for the same
prior year period, a decrease of $328,401, or 21.0%. The decrease was primarily
attributable to a reduction in the level of amortization expense related to
certain categories of intangibles becoming fully amortized, a discontinuation of
goodwill and certain other intangible amortization in accordance with Statement
of Financial Accounting Standards ("SFAS") No. 142 as well as a general
reduction in G&A over all business segments. As a percentage of total revenues,
G&A expenses decreased from 36.1% for the quarter ended March 31, 2001, to 34.7%
for the same period this year.

Other Income, Net

     Other income, net consists primarily of interest income, interest expense
and foreign currency transaction gains and losses. Other income, net was $87,963
for the three months ended March 31, 2002 compared to $234,041 for the same
prior year period, a decrease of $147,078 or 62.4%. The decrease is primarily
due to lower interest income which is attributable to lower average cash and
investment balances during the current year quarter as well as a significant
reduction in interest rates offered on investment balances.

                                       13

<PAGE>

Minority Interest

     Minority interest represents the minority shareholders' proportionate share
of losses in SRSWOWcast. Losses in SRSWOWcast are expected to continue as a
result of expenditures exceeding revenues in an effort to support the expansion
and growth of SRSWOWcast business operations. Should losses continue in
SRSWOWcast, the minority interest adjustment in the consolidated statement of
operations will continue to reduce the Company's net losses by the minority
shareholders' proportionate share of SRSWOWcast's net losses to the extent of
their investment.

Provision for Income Taxes

     The income tax expense for the three months ended March 31, 2002 was
$101,438 compared to tax expense of $70,594 for the same prior year period, an
increase of $30,844 or 43.7%. The increase is primarily a result of higher
levels of foreign tax on higher licensing revenues sourced from countries
requiring foreign tax withholdings.

Liquidity and Capital Resources

     The Company's principal source of liquidity to fund ongoing operations at
March 31, 2002 consisted of cash, cash equivalents and investments aggregating
$19,525,394. At December 31, 2001, the Company had cash, cash equivalents and
short-term investments of $19,593,723. The Company has adopted an investment
guideline restricting the types and minimum quality of investments the Company
is authorized to purchase. At March 31, 2002, the Company had cash and cash
equivalents of $18,947,180 and investments of $578,214. Cash and cash
equivalents generally consist of cash, money market funds and other money market
instruments with original or remaining maturities of three months or less.
Investments consist of municipal bonds rated a minimum of A1.

     The Company's operating activities generated $1,379 in cash for the three
months ended March 31, 2002, and utilized $1,543,730 for the three months ended
March 31, 2001. The source of cash from operations resulted from the Company's
loss from operations for the quarter adjusted for non-cash charges primarily
related to depreciation and amortization and changes in operating assets and
liabilities. The net decrease in cash and cash equivalents of $63,987 for the
quarter is primarily attributable to the purchase of furniture, fixtures and
equipment. Net cash from financing activities of $28,381 was attributable to the
proceeds from sale of common stock pursuant to exercise of employee stock
options.

     In November 1999, Valence obtained a credit facility with a bank that
provided for availability under the line of credit aggregating approximately
$5,000,000. In January 2001, the credit facility was renegotiated to reduce the
amount of availability to borrow under the credit facility and to provide for a
variety of import/export trade instruments up to $2,000,000 at interest rates
ranging from 1% over the Hong Kong Dollar prime rate to 1.75% over LIBOR. The
facility was collateralized by certain of Valence's assets on deposit with the
bank. The facility expired on October 31, 2001 and is currently being
renegotiated. There can be no assurance that management will be successful in
the renegotiation of a new credit facility on terms favorable to the Company, or
at all. At March 31, 2002, there were no obligations outstanding under this
credit facility.

     The Company anticipates that its primary uses of working capital in future
periods will be to acquire new technologies and to fund increased costs for
additional sales and engineering headcount and marketing activities associated
with the introduction of new technologies and products into the market.

     Based on current plans and business conditions, the Company expects that
its cash, cash equivalents and investments together with any amounts generated
from operations will be sufficient to meet the Company's cash requirements for
at least the next 12 months. However, there can be no assurance that the Company
will not be required to seek other financing sooner or that such financing, if
required, will be available on terms satisfactory to the Company.

Newly Adopted and Recent Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 141 "Business Combinations", which, among other things, requires the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001, no longer permits the use of the pooling-of-interests
method of accounting for business combinations and broadens the criteria for
recording intangible assets separate from goodwill. The adoption of SFAS No. 141
did not have a material impact on the Company's consolidated results of
operations, financial position or cash flows.

                                       14

<PAGE>

     In July 2001, FASB issued SFAS No. 142 "Goodwill and Other Intangible
Assets", which, among other things, establishes new standards for goodwill
acquired in a business combination, eliminates the amortization of goodwill and
other identifiable intangible assets with indefinite useful lives and requires
the carrying value of goodwill and identifiable intangibles to be evaluated for
impairment on an annual basis. Identifiable intangible assets with a
determinable useful life will continue to be amortized over that period. On
January 1, 2002, the Company adopted SFAS No. 142. Net loss for the quarter
ended March 31, 2001 would have been reduced by $81,299 had goodwill and
assembled workforce intangible amortization been discontinued effective January
1, 2001. Net loss per common share for the quarter ended March 31, 2001, after
adjusting for the impact of discontinued goodwill and assembled workforce
intangible amortization would have remained unchanged at $(0.12) per common
share.

     In August 2001, FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations", which addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
retirement costs. SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002. Management does not believe the adoption of SFAS No. 143 will
have a material impact on the Company's consolidated results of operations,
financial position or cash flows.

     In October 2001, FASB issued SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets", which addresses financial accounting and
reporting for the impairment of long-lived assets and for long-lived assets to
be disposed of either by sale or other than by sale. SFAS No. 144 is effective
for fiscal years beginning after December 15, 2001. The adoption of SFAS No. 144
did not have a material impact on the Company's consolidated results of
operations, financial position or cash flows.

Factors That May Affect Future Results

Quarterly Fluctuations

     The Company's operating results may fluctuate from those in prior quarters
and will continue to be subject to quarterly and other fluctuations due to a
variety of factors, including the extent to which the Company's licensees
incorporate the Company's technologies into their products; the timing of orders
from and the shipments to major customers; the timing of new product
introductions by the Company; the gain or loss of significant customers;
competitive pressures on selling prices; the market acceptance of new or
enhanced versions of the Company's technologies; the rate that the Company's
semiconductor licensees manufacture and distribute chips to product
manufacturers; and fluctuations in general economic conditions, particularly
those affecting the consumer electronics market. Due to the Company's dependence
on the consumer electronics market, the substantial seasonality of sales in the
market has impacted the Company's revenues and net income. In particular, the
Company believes that there is seasonality relating to the Christmas season,
generally, and the Chinese New Year within the Asia region, which fall into the
fourth and first quarters, respectively. As a result, the Company believes that
period-to-period comparisons of its results of operations are not necessarily
meaningful and should not be relied upon as indications of future performance.

Valence's Business

     The Company derives a significant amount of its revenue from Valence's ASIC
business. Valence's engineering team focuses on the design of custom ASICs to
meet specific customers' requirements and outsources the production of the
design to mask houses, foundaries and packaging houses located primarily in
Asia. The operations of Valence could be affected by a variety of factors,
including the timing of customer orders, the timing of development revenue,
changes in the mix of products distributed and the mix of distribution channels
employed, the emergence of new industry standards, product obsolescence and
changes in pricing policies by the Company, its competitors or its suppliers.

     Business revenue from ASICs is concentrated in a limited number of
customers in the areas of consumer electronics, communications products,
computers and computer peripherals. As such, the loss of any such customers or
any bad debt arising from them may have a material adverse impact on the
Company's financial condition and results of operation. Beginning in Fiscal
1999, Valence began to exit from certain lower margin product offerings in the
distribution side of the business and has begun developing and distributing
products that are related to, or incorporate, the Company's proprietary
technologies. As a result, the immediate loss in revenue of the low margin
distribution business will not be entirely offset by the new proprietary
technology based products, which will take time to develop and be introduced
into the marketplace. There can be no assurance that the Company will be able to
quickly introduce new products to offset the loss in revenue or that the new
products developed will receive a favorable market acceptance.

     The acquisition of Valence has added significant diversity to the Company's
overall business structure and the Company's opportunities. In the presence of
such corporate diversity, and in particular with regard to the semiconductor
industry, the Company recognizes there will always exist a potential for a
conflict among sales channels between the Company and certain of the Company's

                                       15

<PAGE>

technology licensees. Although the operations of the Company's licensing
business and those of Valence are generally complementary, there can be no
assurances that sales channel conflicts will not arise. If such potential
conflicts do materialize, the Company may or may not be able to mitigate the
effect of such perceived conflicts, which, if not resolved, may impact the
results of operations.

Internet Business

     In Fiscal 1999, the Company launched its Internet business with the
formation of SRSWOWcast. In the fiscal year ended December 31, 2000 ("Fiscal
2000"), SRSWOWcast commenced operations with a business plan which focused on
developing and acquiring audio based content to attract visitor traffic to its
website in order to sell advertising and e-commerce products. In 2001, the
Company changed its Internet strategy to focus on the sale and licensing of
software and hardware products incorporating the Company's audio and voice
enhancement technology solutions to the broadcast and Internet markets. There
can be no assurance that this new business model will develop a sufficient
customer base to be able to generate meaningful revenue.

Product Business

     In Fiscal 1999, the Company developed and marketed on its e-commerce site,
www.wowthing.com, its first consumer audio product, the WOWThing Processor Box.
The WOWThing Processor Box enhances the sound quality of music downloaded over
the Internet as well as audio performance of computer and home entertainment
products and speakers. This was the Company's first entry into the consumer
market in the United States which is both competitive and demands products with
short life cycles. In Fiscal 2000, the Company packaged the hardware and began
to market two models: "WOW Thing for Computers" and "WOW Thing for Game
Consoles" to consumers and resellers. Although revenues from these products have
not been significant, this product group helps elevate awareness of the
technology as well as create brand awareness with the Company's customers and
consumers.

     The Company intends to expand its offerings of high-end audio enhancement
products. There can be no assurance that the Company will be able to develop an
effective distribution channel and build brand recognition as a product
manufacturer. As the business increases, it is anticipated that significant
capital will be required to finance product inventory and accounts receivable.
As a result, the Company is subject to risks of product obsolescence, bad debt
and insufficient financial resources to grow the business.

     The Company also recognizes that as new consumer audio products are
developed and marketed by the Company, there will always exist a potential for a
conflict and competition between the Company and certain of the Company's
technology licensees. Although the intended products of the Company and those of
its licenses do not generally overlap, there can be no assurance that the
Company's products will not compete with those of their licensees. If such
conflicts do materialize, it is uncertain whether the Company will be able to
mitigate the effect of such conflicts, which if not resolved, may impact the
results of operations.

Economic Risks Associated with Doing Business in Asia, Particularly in Hong Kong
and the PRC

     The Company's significant operations in the PRC and Asia have required, and
will continue to require, refinement to adapt to the changing market conditions
in the region. The Company's operations in Asia, and internationally in general,
are subject to risks of unexpected changes in, or impositions of legislative or
regulatory requirements.

     The PRC economy has experienced significant growth in the past decade, but
such growth has been uneven across geographic and economic sectors. There can be
no assurance that such growth will continue or that any potential currency
devaluation in the region will not have a negative effect on the Company's
business, including Valence. The PRC economy has also experienced deflation in
the past which may continue in the future. The current economic situation may
adversely affect the Company's profitability over time as expenditures for
consumer electronics products and information technology may decrease due to the
results of slowing domestic demand and deflation.

     Hong Kong is a Special Administrative Region of the PRC with its own
government and legislature. Hong Kong enjoys a high degree of autonomy from the
PRC under the principle of "one country, two systems". The Company can give no
assurance that Hong Kong will continue to enjoy autonomy from the PRC.

     The Hong Kong dollar has remained relatively constant due to the US dollar
peg and the currency board system that has been in effect in Hong Kong since
1983. Since mid-1997, interest rates in Hong Kong have fluctuated significantly
and real estate and retail sales have declined. The Company can give no
assurance that the Hong Kong economy will not worsen or that the historical
currency

                                       16

<PAGE>

peg of the Hong Kong dollar to the U.S. dollar will be maintained. Continued
declining consumer spending in Hong Kong, deflation or the discontinuation of
the currency peg could adversely affect the Company's business.

Currency Risk/Stability of Asian Markets

     The Company expects that international sales will continue to represent a
significant portion of total revenues. To date, all of the Company's licensing
revenues have been denominated in U.S. dollars and most costs have been incurred
in U.S. dollars. It is the Company's expectation that licensing revenues will
continue to be denominated in U.S. dollars for the foreseeable future. Because
Valence and its subsidiaries' business is primarily focused in Asia and because
of the Company's anticipated expansion of its business in the PRC and other
parts of Asia, the Company's consolidated operations and financial results could
be significantly affected by risks associated with international activities,
including economic and labor conditions, political instability, tax laws
(including U.S. taxes on foreign subsidiaries) and changes in the value of the
U.S. dollar versus the local currency in which the products are sold. In
addition, the Company's valuation of assets recorded as a result of the Valence
acquisition may also be adversely impacted by the currency fluctuations relative
to the U.S. dollar. The Company intends to actively monitor its foreign exchange
exposure and to implement strategies to reduce its foreign exchange risk at such
time that the Company determines the benefits of such strategies outweigh the
associated costs. However, there is no guarantee that the Company will take
steps to insure against such risks, and should such risks occur, there is no
guarantee that the Company will not be significantly impacted. Countries in the
Asia Pacific region have experienced weakness in their currency, banking and
equity markets. These weaknesses could adversely affect consumer demand for
Valence's products, the U.S. dollar value of the Company's and its subsidiaries'
foreign currency denominated sales, the availability and supply of product
components to Valence and ultimately, the Company's consolidated results of
operations.

Competitive Pressures

     The Company's existing and potential competitors include both large and
emerging domestic and international companies that have substantially greater
financial, manufacturing, technical, marketing, distribution and other
resources. The Company's present or future competitors may be able to develop
products and technologies comparable or superior to those offered by the
Company, and to adapt more quickly than the Company to new technologies or
evolving market needs. The Company believes that the competitive factors
affecting the market for the Company's products and technologies include product
performance, price and quality; product functionality and features; the ease of
integration; and implementation of the products and technologies with other
hardware and software components in the OEM's products. In addition, the markets
in which the Company competes are intensely competitive and are characterized by
rapid technological changes, declining average sales prices and rapid product
obsolescence. Accordingly, there can be no assurance that the Company will be
able to continue to compete effectively in its respective markets, that
competition will not intensify or that future competition will not have a
material adverse effect on the Company's business, operating results, cash flows
and financial condition.

Importance of Intellectual Property

     The Company's ability to compete may be affected by its ability to protect
its proprietary information. The Company has filed several U.S. and foreign
patent applications and to date has a number of issued U.S. and foreign patents
covering various aspects of its technologies. There can be no assurance that the
steps taken by the Company to protect its intellectual property will be adequate
to prevent misappropriation of its technology or that the Company's competitors
will not independently develop technologies that are substantially equivalent or
superior to the Company's technology. In addition, the laws of certain foreign
countries may not protect the Company's intellectual property rights to the same
extent, as do the laws of the U.S. The semiconductor industry is characterized
by frequent claims and litigation regarding patent and other property rights.
The Company is not currently a party to any claims of this nature. There can be
no assurances that third parties will not assert additional claims or initiate
litigation against the Company or its customers with respect to existing or
future products. In addition, the Company may initiate claims or litigation
against third parties for infringement of the Company's proprietary rights or to
determine the scope and validity of the proprietary rights of the Company or
others.

Dependence on Key Personnel

     The Company's future success depends in part on the continued service of
its key engineering, sales, marketing and executive personnel, including highly
skilled semiconductor design personnel. The Company anticipates that any future
growth will require it to recruit and hire a number of new personnel in
engineering, operations, finance, sales and marketing. Competition for such
personnel during times of economic growth is intense, and there can be no
assurance that the Company can recruit and retain necessary personnel to operate
its business and support future growth.

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Marketability and Volatility of Stock Price

     The trading price of the Company's common stock has been, and will likely
continue to be, subject to wide fluctuations in response to quarterly variations
in the Company's operating results, announcements of new products or
technological innovations by the Company or its competitors, strategic alliances
between the Company and third parties, general market fluctuations and other
events and factors. Changes in earnings estimates made by brokerage firms and
industry analysts relating to the markets in which the Company does business, or
relating to the Company specifically, have in the past resulted in, and could in
the future result in, an immediate and adverse effect on the market price of the
Company's common stock. Even though our stock is quoted on the Nasdaq Stock
Market, our stock has had and may continue to have low trading volume and high
volatility. The historically low trading volume of our stock makes it more
likely that a severe fluctuation in volume, either up or down, will
significantly impact the stock price. Since our shares are thinly traded, our
shareholders may have difficulty selling our common stock.

Acquisitions

     From time-to-time, the Company expects to make acquisitions of businesses
or technologies that are complementary to its business strategy. Such future
acquisitions would expose the Company to risks commonly encountered in
acquisitions of businesses. Such risks include, among others, difficulty of
assimilating the operations, information systems and personnel of the acquired
business(es), the potential disruption of the Company's ongoing business; and
the inability of management to maximize the financial and strategic position of
the Company through successful incorporation of the acquired technologies,
employees and customers. There can be no assurance that any potential
acquisition will be consummated or, if consummated, that it will not have a
material adverse effect on the Company's business, financial condition and
results of operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The Company is exposed to a variety of risks, including foreign currency
fluctuations and changes in interest rates affecting investment earnings.

Foreign Currency

     The Company has subsidiary operations in Hong Kong and the PRC, and
accordingly, the Company is exposed to transaction gains and losses that could
result from changes in foreign currency exchange rates. The Company uses the
local currency (Hong Kong dollars) as the functional currency for its Asian
subsidiaries. Translation adjustments resulting from the process of translating
foreign currency financial statements into U.S. dollars were not significant in
the fiscal year ended December 31, 2001 and for the quarter ended March 31,
2002, due to the fact that the value of the Hong Kong dollar is currently pegged
to the U.S. dollar, and the exchange rate remained constant throughout such
periods. Cash balances maintained by Valence in excess of normal operating
requirements are invested in U.S. denominated bank accounts further reducing
balance sheet exposure to changes in foreign currency exchange rates. Under the
current circumstances, the Company believes that the foreign currency market
risk is not material. The Company actively monitors its foreign exchange
exposure and, should circumstances change, intends to implement strategies to
reduce its risk at such time that it determines that the benefits of such
strategies outweigh the associated costs. There can be no assurance that
management's efforts to reduce foreign exchange exposure will be successful.

Interest Rates

     The Company's exposure to market risk for changes in interest rates,
relates primarily to our invested balances of cash, cash equivalents and
investments. The Company's investment policy specifies excess funds are to be
invested in a manner that preserves capital, provides liquidity and generates
the highest available after-tax return. To limit exposure to market risk, the
Company places its cash in banks, cash equivalents in high quality, short-term
commercial paper and money market funds and investments consist of short-term
municipal bonds. The Company does not invest in any derivative instruments. The
fair value of the Company's cash, cash equivalents and investments or related
income would not be significantly impacted by either a 100 basis point increase
or decrease in interest rates as most investments are at fixed rates and are
relatively short term. All cash, cash equivalents and investments are carried at
fair value, which approximates cost.

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<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits. None.


     (b) Reports on Form 8-K. No reports on Form 8-K were filed with the SEC
during the three month period ended March 31, 2002.

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<PAGE>

                                   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:  May 14, 2002                     By: /s/ DARRELL E. BAKER
                                           -------------------------------------
                                             Darrell E. Baker
                                             Vice President - Finance,
                                             Secretary and acting Treasurer
                                             (Authorized Signatory,
                                             Principal Financial Officer and
                                             Principal Accounting Officer)

                                       20