Patrick M. Lavelle, President and CEO Charles Michael Stoehr, Senior Vice President and Chief Financial Officer Glenn Weiner, Investor Relations

John Bucher with Harris Nesbitt & Co. Thomas Kahn with Kahn Brothers & Co.

Good day ladies and gentlemen, thank you for standing by, and welcome to the Audiovox Corporation’s First Quarter 2006 Earnings Conference Call. My name is Carlo and I’ll be your coordinator for today’s presentation. At this time, all of our participants are in a listen-only mode. We will be facilitating a question and answer session towards the end of today’s prepared remarks. At which time if you’d like to ask a question please key “*” “1” on your touchtone telephone. If at anytime during this call you require audio assistance, please press “*” “0“ to reach the conference coordinator. I would now like to turn the presentation over to your host for today’s conference, Glenn Wiener, Investor Relations. Please proceed sir. Glenn Wiener, Investor Relations: Thank you, and good morning everyone. Welcome to Audiovox’s Transition Period conference call for the quarter ended February 28, 2006. As the operator mentioned, today’s call is being webcast from the company’s website: www.audiovox.com under the Investor Relations section and a replay has been arranged for those who are unable to participate today. The replay will be available approximately one hour after the completion of the call or by dialing 888-286-8010 and entering passcode 19305716. Transition period results released yesterday after market closed. If you have not received a copy of the announcement you can obtain one by calling my office after the completion of this call or by visiting the company’s website. Additionally, our Form 10-QT for the year ended February 28th filed yesterday, it can be found on our website under SEC filings. Now to the matter at hand, speaking from management this morning will be Patrick M. Lavelle, President and CEO; and Michael Stoehr, Senior Vice President and Chief Financial Officer. Both will make opening remarks before opening up the call for questions. Before getting started, I have been instructed by the legal counsel to read the following Safe Harbor statements. Except for historical information contained herein, statements made on today’s call and on today’s webcast that would constitute forward-looking statements may involve certain risks or uncertainties. All forward-looking statements made are based on currently available information and the company assumes no responsibility to update any such forward-looking statement. The following factors among others may cause actual results to differ materially from the results suggested in the forward-looking statements. These factors include but are not limited to risks that may result in changes in the company’s business operations, our ability to keep pace with technological advances, significant competition in the mobile and consumer electronic businesses, relationships with key suppliers and customers, quality and consumer acceptance of the newly introduced products, market volatility, non-availability of products, excess inventory, price and product competition, new product introductions, the possibility that review of our prior filings by the SEC may result in changes to our financial statements, and the possibility that the stockholders or regulatory authorities may initiate proceeding against Audiovox and/or and our officers and directors as a result of any numerous statements or other corporate actions. Risk factors with our business including some of the factors set forth herein are detailed in the company’s Form 10-K for the year ended November 30th, 2005 and in our Form 10-QT for the transition period ended February 28, 2006. Thank you again for you participation, and at this time I would like to introduce Patrick Lavelle, President and CEO of Audiovox. Patrick Patrick Lavelle, President and Chief Executive Officer: Thank you Glenn and good morning everyone. I would like to start today’s call by briefly reviewing our Transition Period results and updating you on the company’s initiatives as we move through 2006. I will then turn the call over to Michael, who will provide more details on the financial. As you know from previous announcements, the company has changed its fiscal year to begin March 1st, this ends February 28th, but what was our first quarter has now become a Transition Period quarter. Yesterday we reported transition period quarter sales for the period December 1st, 2005 to February 28th 2006 were 103.1 million versus 116 million in the same period last year. We reported net income from continuing operations of approximately 400,000 or $0.02 per diluted share compared to a loss per share of $0.05 in the first quarter of ’05. Including discontinued operations, we reported Transition Period income of 183,000 or a penny per share compared to a net loss of $0.05 in the comparable period last year. Mobile Electronics represented 68.7% of our sales at 70.8 million, versus 64.4% or 74.7 million in the first quarter of ‘05. Consumer sales were 32.2 million or 31.3% of sales this year versus 41.3 million or 35.6% of sales last year. Our gross margin for the period was 15.2% versus 13.9% for the same period last year. Sequentially, margins are up 9% from 6.2% reported in Q4. Keep in mind that many of the discontinued lines that were sold last year for the most part out of the mixed stock. Additionally, our margins were favorably impacted by higher margins associated with new Mobile Video products in the Jensen line. On a sequential basis margins were also impacted positively in the satellite radio category given our new relationship with XM. We expect margins will continue to rise and reach historic levels as we move to new product with higher grosses over the coming quarters. For those who are unfamiliar with our business, the December 1st to February 28th period is traditionally our weakest, marked by slower sales and post holiday returns. Lower consumer electronic sales contributed for the revenue reduction during the Transition Period due to a combination of lower portable DVD and LCD TV sales, as several one-time retail promotions from 2005 did not repeat. As well as our decision to pass on several portable DVD deals, where profit potential was questionable. As I’ve said before our focus in 2006 is on profitability. Of course we are looking to grow the topline and believe that there are many opportunities to do so, whether organically or via acquisition, but not at the expense of the profit. In Mobile Electronics most categories were up, or even with 2005 except for Satellite Radio, where unit sales exceeded unit sales of ’05, but at selling prices that were roughly 50% below the selling prices last year at this time. In addition, the company is no longer supplying Plug-N-Play systems at retail for Sirius, but rather concentrating our efforts for Sirius on OE programs. As I’ve indicated before our focus in Satellite Radio this year was to modify our business model in order to mitigate our exposure in this volatile category, and we have accomplished this with XM. Now I would like to discuss the balance of the year. Over the past 18 months, sales of our Mobile Video products have been hit hardest having a material impact on our sales and profits. However, as expected this category is stabilizing with improving margins. Sales of our Mobile Video show are increasing monthly, as we expand distribution beyond the big-box retailers. And our new Headrest systems started shipping this month. In June, we expect delivery of the balance of our ’06 program and our new larger screen overheads. These new products carry higher margins overall, which as I’ve indicated will help this category return to traditional gross profit levels, though not at the volume of year’s past. Satellite radio continues to be a strong component of our Mobile Electronics sales. Since we began shipments of our XM Xpress Plug-N-Play receiver, we have literally shipped every unit that has arrived. Demand has been such that we are expanding production, and expect that to positively impact sales in the second half of the year. Our new agreements with XM puts us in a position to be the No.1 supplier of XM products in the after-market, while mitigating much of the market risk that we had faced last year. Margins in this category will improve dramatically due to this agreement, and the discontinuance of the Sirius Plug-N-Play business, which had a big red on margins in 2005. The Jensen car audio line exceeded projections, and our Mobile Multimedia systems remain No.1 and No.2 in market share. New multimedia systems now delivered take advantage of the latest conversions technologies that marry communications, navigation and entertainment in one system with features such as Bluetooth, Touch Screens, Satellite Radio, Navigations, iPod, and MP3 capabilities to name a few. Margins will improve here as well as the multimedia units replace older CD product, and we have completed the closeout of the Rampage and Prestige audio lines. In 2005, we entered the collision avoidance market, which we believe will enjoy good growth. We are supporting Kids and Cars, a nonprofit organization focused on drawing attention to accidents with children in cars, and working to secure a legislation to protect kids. Our products in this category include Back-Up Sensors, unique cameras like our Trailer Hitch and license-plate systems, and screens embedded in rear-view mirrors to limit driver distraction. Look for these products as major retailers this summer. Much of our 2006 Mobile Electronics lineup is on the way as I speak. It is a deep line supported by respected brands. We expect to get back to traditional profit levels in this category and return Mobile Electronics to the profit driver that it has been for most of our history. In addition, we anticipate that Mobile will grow throughout the year as a percentage of sales, thus improving our overall profitability levels. Our Consumer Electronics group is perhaps the most volatile in our mix. Unlike Mobile Electronics trends are somewhat more predictable, CE can pose wide fluctuations as a result of one-time retail promotions at big-box retailers. This was the case when comparing our results this period versus last year. Portable DVD, which represents a significant portion of our CE sales, is one product category that also is easily affected by market volatility especially as retailer direct import programs become more popular. In 2004 I cautioned everyone that portable DVDs have become a commoditized item. That situation continues in 2006 and we believe that there will be substantial volatility as prices continue to erode particularly on entry-level units. We will still be a major player in the portable DVD category but we do not expect to see year-over-year sales increases. Again this is consistent with our focus on increasing overall profitability. LCD TVs continue to sell well on our new line-up, its scheduled to arrive in June. Our new offerings will consist of LCD TVs in 32 and 37-inch models, and new 42 and 50-inch plasma models. Our strength in this market continues to be with regional power retailers and smaller chains and we continue to view this market as a major contributor to our overall sales mix. New to our Consumer Electronics group will be our portable GPS systems, designed primarily for car-to-car use, we will introduce three models in June, that feature built-in maps, XM ready capability and a variety of high-tech extras like MP3 and PDA. We’re especially excited over the fourth quarter model scheduled to arrive in August, which will double as an XM Plug-N-Play receiver as well as a GPS unit. As I said in our last conference call, I believe that the uniqueness of this particular GPS product will allow us to hold margin in a category that is growing very quickly. Our new Home Decor line, which we are marketing under the Acoustic Research brand will test market in the two largest consumer electronic retailers at the end of this month, and we anticipate the full rollout to our customer base should occur sometimes towards summer, but higher volumes should occur by the end of the year. We are very excited about this product potential as initial response from our retailers is very strong and we anxiously await the test market results and full rollout of this line. Our acquisitions have all been successfully integrated into our operations, all performed well and were profitable in the transition quarter with the exception of our European operation, which lost money for the quarter due largely to a sluggish German economy and lower sales in Russia, due to a particularly cold winter. We fully expect this business unit to rebound as we move into the spring season, especially with the impressive line-up of Mobile Multimedia products that were unveiled at the tradeshow in Germany just a few days ago, and the reaction and orders, which exceeded last year’s event. We’ve done a great deal of work in 2005 and in the early months of 2006 to position this company to be consistently profitable. We are working with two investment banking firms to identify the appropriate acquisitions that fit with our long-term growth plan. We had substantially cut overhead, down 14% as compared to last year. We’ve rationalized every product line and eliminated duplicity and the under-performing lines, and feel very confident about our existing portfolio. We developed the strong 2006 line-up across all brands that we expect will generate stronger margins. We’ve restructured vendor and supplier agreements to mitigate market uncertainty and volatility where we can, which will help us be more consistent and maintain better overall profitability. And we’ve added strength and depth to our operational team so that we can continue to squeeze out efficiencies and improve systems and controls. In closing, we believe our performance is improving and we’ll continue to strengthen as we progress in 2006. While we’ve indicated our first priority is to use our capital to invest in the business, we’ve also made investments in our own securities because we feel our stock is undervalued in the marketplace. During the transition period, we repurchased 168,800 shares for $2.3 million. Today, we’ve over $180 million in cash to invest in our business and for the strategic acquisitions, which puts this company in a very strong financial position. While I cannot share details with you at this time, as I’ve said we are very active on the M&A front and hope to make acquisitions that make the best sense for this company and its shareholders. As we begin fiscal 2006, we believe we have all the elements in place to return this company to consistent and improving profitability. Now I’d like to turn the call over to Michael. Michael Stoehr, Senior Vice-President and Chief Financial Officer: Thanks Pat. Good morning everyone. Consolidated sales for the transitional quarter were 103.1 million versus 116 last year. Sales in our Consumer group as we’ve reported were 32.2 million versus 41 million. And in our Mobile Electronics group 70.8 million versus 74.7 million. Our Consumer group experienced reduced sales in two categories: portable DVD and LCD TVs. The company did not participate this quarter in several retail promotions, which we did last year at this time. We still anticipate LCD TV to be a growth driver for the company, but we believe we will continue to experience price pressure on portable DVD product. Mobile Electronics was impacted by a lower sales in private label video as certain OEM programs have ended. Also the unit sales were up in our satellite product, a lower average sale price affected the total revenue. Another factor affecting the transitional quarter were sales were down 38% in Europe reflecting the slowdown in the German economy. So as mentioned, we see signs for improvement this quarter. This was partially offset by increased sales in Venezuela as we’ve shipped more products to our OEM customers. We have had favorable increases in our Jensen, Terk, and Shuttle product line-up. Gross margins for the transitional quarter were 15.2% as compared to 13.9% last year. We are beginning to see some margin improvement in our key categories as the lower margin product being sold this year is less than last year. During the transitional quarter, we were also selling the inventory which was reserved during the 1130 quarter. That was actually sold at cost during this quarter, transitional quarter, which affects our gross margin. New products introduced earlier this year have begun shipping and we expect to see gradual and sequential improvements in our gross margin in the quarters ahead. Additionally our gross margin should be favorably impacted as Mobile Electronics begins to represent a large percentage of our overall sales mix. As Mobile Electronics has a higher gross margin than Consumer goods. Overhead for the quarter was 18.8 million, a decrease of 3.1 million or 14% versus the 21.9 million last year. This was a result of reduction in office salaries, headcount, professional fees, provision for bad debt, selling expenses, basically all the expenses across the board, as well as lower advertising expenditures. Offsetting these declines was an additional audit fees associated with the change in fiscal year yearend. As a percentage of net sales operating expenses decrease to 18.3% from 18.9% in the comparable 2005 period. Net income from continued operations was 367,000 or $0.02 a share. Compared to loss of 552,000 or $0.02 a share last year. Including our discontinued operation net income was a 180,000 or $0.01 a share versus a loss of 1.2 million or $0.05 a share last quarter, end of last year. Discontinued ops for the three months ended February 28, 2005 included the write-down related to Audiovox Malaysia, which we sold in November 2005. The loss in 2006 for discontinued operation and the transition period is for legal and other costs associated were continuously related to our discontinued cellular business. Interest in bank charges decreased by about 90,000 due to reductions in outstanding bank obligations and long-term debt. Interest in bank charges represent expenses for debt and bank obligations in Audiovox Germany, Venezuela and for interest on a capital lease. Our equity income increased due to increased income of ASA, which is a result of higher sales in gross margins in the Jensen Audio and Voyager product lines. Other income declined compared to last year due to a 2.5 million unrealized gain recorded during the first quarter last year, in the Bliss-tel IPO, and also decreased royalty income this quarter due to lower sales by license fees. Partially offsetting these declines was a higher interest income from our short-term investments as a result of 1) available cash and 2) higher interest rates compared to the prior year. The company reported in the transitional quarter tax benefit of 1.9 million for the quarter. This benefit was primarily due to a accrual reversals related to the expiration of statutory limits on state taxes and an increase in tax exempt interest income earned on our short-term investments. Operating activities provided cash of 55.3 million compared to 3.8 million last year. Cash flows were favorably impacted by decrease in accounts receivable, primarily with some collections and reduced inventory balances after taking into account the impact the reserves which have been booked at 1130. We had a working capital of approximately $340 million, which includes cash, cash equivalents and short-term investments of 177 million. This compares to similar working capital of 340 million as of 11/30/2005, except that our cash and cash equivalents etc. were 122 million. We have increased the cash balances as of February 28 by 55 million. The increase is primarily due to the collection of accounts receivable and a reduction of inventory. Our accounts receivable terms improved and also our inventories improved even taking into effect, the effect of the write-downs in the inventory. As of today the cash balances are $189 million or an additional $12 million increase. During the transition period we repurchased a 168,000 shares of our common stock of $2.3 million. And as we stated last quarter and in yesterday’s press release, our fiscal year is now February 28th and we will be reporting results for our new fiscal first quarter ended May 31st 2006. As we discussed in our last call in February, we expect revenues and gross margins for the next three quarters to be up sequentially from the changes in the quarter. Thank you and I am here to address any of your questions, Pat. Patrick M. Lavelle, President and CEO: Okay, if anyone would have any questions at this time, we will be available to answer it.

Q - John Bucher: Good morning John Bucher. Questions for you on the expectations for our margin to rise to traditional and historical levels, I know Michael you just said that they were – you did expect a gradual improvement sequentially throughout the year. Could you give an idea for the historical levels, is that the 18% to 21% range that or if you just clarify that? A - Michael Stoehr: Hi John, this is Michael speaking. Yes I think we kind of held between the 18%, 19%, 20% somewhere in that range. Q - John Bucher: Okay, and do you expect that by the end of the new fiscal year that you will get into that range? A - Michael Stoehr: Yes. Q - John Bucher: Okay very good. And then questions on some of the product specific things for Patrick. On the portable GPS that you mentioned you had three models coming in June, I understand that one of those has built-in XM satellite radio? A - Patrick Lavelle: One of them is the Plug-N-Play unit that doubles as a Plug-N-Play for XM and also a GPS unit, which has XM like Real-Time Traffic. Q - John Bucher: Entertainment as well as Traffic or just Traffic? A - Patrick Lavelle: Well, it will play as a Plug-N-Play unit as well. Q - John Bucher: Okay. A - Patrick Lavelle: It will double as a Plug-N-Play, a GPS portable, and the GPS portable will have XM Real-Time Traffic. Q - John Bucher: Okay, so as a Plug-N-Play it probably does not have its own battery source, it needs to be plug into something in a 12 volt source or another power source? A - Patrick Lavelle: Correct. Q - John Bucher: Okay. A - Patrick Lavelle: More product values. Q - John Bucher: Got it. And any opportunity for you to private label that product or to put that in with automotive dealer, a point of sale type of deal? A - Patrick Lavelle: Yeah, we would explore every possibility, with this technology that we would develop here, we would take it to every channel that we have and see what interest could be ascertained in what kind of sales we do make out. Q - John Bucher: It sounds like the trends are most positive for the new XM product for some of the new Mobile Multimedia products. Did you think that this category could become one of your top growing categories and one of your top contributors? A - Patrick Lavelle: Which one, the Multimedia? Q - John Bucher: No the portable GPS. Could it approach Mobile Multimedia? A - Patrick Lavelle: Well, right now, it’s a crowded field and that’s one of the reasons why we would, we waited so long is that we wanted to have a unique item that will allows us, lets say a compelling reason for a buyer to bring into this mix. And we think there would be the XM Plug-N-Play unit. Once we get into the mix, then our hope is to bring in our other units. But it is the crowd appeal, we do expect to do well and get our market share, it is a growing field, but I would not see, I would not see the sales growing to the level to match one of our other products this year. Q - John Bucher: Okay, and then if you would just have you characterize for us the fastest growing, not in terms of total contribution but just in terms of fastest growth, would that have been in some of your new Mobile Multimedia products? A - Patrick Lavelle: You know Mobile Multimedia did very well. We’ve got a number of new units coming up. That was a fast growing category last year, but in number of units the XM Xpress and the follow on piece would probably be the No.1 selling by volume. Q - John Bucher: Okay, and then finally, for products that you have talked about but have yet to ship in substantial volume yet, that also have high growth potential, would that be - would Home Decor probably fit that category the best or are there any other products that you have talked about but have not started ramping in high volume yet? A - Patrick Lavelle: Well, Home Decor is just has been right now and because of the number of sku’s associated with that program and the complexity of really getting that message across at retail, we were very anxious to see how these test in the large retailers. We do expect this program based on the response to do very well, but the volume depending on where it gets placed, the volume will be indicated as to how well it does at certain types of retailers. It may not be a category for a big-box store. So that moment at the volume but we are anticipating some good movement on that and that good margin. Our car products continue to do well, the Mobile Multimedia will be a driver for us this year, and our new line of LCD TVs is a very attractive line, very competitively priced and I believe Audiovox is making some very, very good inroads into the channel that we have targeted, that is product. But these I would think would be the drivers that we would look at this year. Q - John Bucher: Okay and then for Michael, any type of outlook or range that you can provide for either the full fiscal year, either topline or bottomline or if not for the full fiscal year for the next quarter for the May quarter? And then also just a housekeeping item, the effective tax rate that you are anticipating for the full fiscal year? A - Michael Stoehr: John, I’ll let Pat take you just a little bit through of our - looks at the year, and then I will come back up on the tax rate. A – Patrick Lavelle: You know when we – before we have guided, I guess on the previous call is that we would be looking at – our focus is going to be more on profitability this year. So therefore we are looking at flat sales over a 12 month period, but we do see improving margins especially now that we have got the FASB reserve situation with Mobile Video. So I am not going to comment on the quarters but I would say that we will be looking at flat sales for the year. A - Michael Stoehr: Coming back to the taxes, with the tax exempt income I guess will work on part on the models, what you really need to do is make an estimate for the aftertax interest and subtract it from the pretax line, and then apply 35% federal and 4% state. Q - John Bucher: Okay, previously you all discussed 5% operating margin target. Do you think that on a quarterly basis that would be achievable by the end of this year? A - Michael Stoehr: Yes, we would. Q - John Bucher: Okay, thank you very much. A - Michael Stoehr: Thanks. A – Patrick Lavelle: Thank you John.

Q – Thomas Kahn: Hi Pat, could you give us a little more color on how your new supply agreement in satellite radio will protect the company against the volatility that you had experienced in the past? A - Michael Stoehr: I really can’t go into the details of the agreement, but one of the things that we had a problem with is, because of the subsidized nature of this product category, and the fact that both Sirius and XM really make their money on the hardware and be exposed to some pretty dramatic price decline, if they will have a promotion to drive subscription similar to the telephone, the sale of telephone area where they give away the phone to drive sales. So those were the areas that we were trying to protect against because obviously last year when the prices fell, we were sitting with inventory so we’ve mitigated that exposure on our inventory and at our retailers as well. Q – Thomas Kahn: So this is the deal with XM? A - Michael Stoehr: Yes it is. Q – Thomas Kahn: I see, thank you very much.

And sir, we have another question from the line of John Bucher. Q - John Bucher: Thank you, another satellite radio question, you mentioned in the call that you are no longer supplying Sirius Plug-N-Play retail. A - Michael Stoehr: That’s right. Q - John Bucher: Are you supplying Sirius product through the rest of the OE channel still? A - Michael Stoehr: Yes we continued with our progress with Toyota and Jaguar. Q - John Bucher: And there is – as you cease the Plug-N-Play at retail and there is – are you still holding substantial inventory of that product or are those levels lean? A - Michael Stoehr: Those levels are very weak. Q - John Bucher: Great thank you. A - Michael Stoehr: You are welcome.

Patrick Lavelle, President and Chief Executive Officer: Okay everyone, thank for joining us this morning and we appreciate your interest in Audiovox, and have a nice day.

Ladies and gentlemen we thank you for your participation in today’s conference. This concludes your presentation, and you may now disconnect.