Glenn Wiener - GW Communications Patrick M. Lavelle - President, Chief Executive Officer, Joint Director Charles M. "Michael" Stoehr - Chief Financial Officer, Senior Vice President, Joint Director John J. Shalam - Non-Executive Chairman of the Board

Thomas Khan - Khan Brothers Jim Barrett - C.L. King & Associates [Dan Thompson] - Harvard Management

Good day, ladies and gentlemen, and welcome to the Q2 conference call. My name is Jennifer, and I'll be your coordinator for today. (Operator Instructions) I would now like to turn the presentation over to your host for today's call, Glenn Wiener, Investor Relations. Please proceed, sir.

Thank you, Jennifer, and good morning. Welcome to Audiovox's fiscal 2010 second quarter and six months results conference call. As you know, today's call is being webcast on our site, www.Audiovox.com, and can be accessed in the Investor Relations section. With us today are Patrick Lavelle, President and CEO, Michael Stoehr, Senior Vice President and Chief Financial Officer, and John Shalam, Chairman of the Board. Before we begin I'd quickly like to read our safe harbor statement: Except for historical information contained herein, statements made on today's call and webcast that would constitute forward-looking statements may involve certain risks and uncertainties. All forward-looking statements made are based on currently available information, and the company assumes no responsibility to update any such forward-looking statements. The following factors, among others, may cause actual results to differ materially from the results suggested in these forward-looking statements. These factors include but are not limited to further deterioration in the global economy, risks that may result from changes in the company's business operations, our ability to keep pace with technological advances, significant competition in the mobile and consumer electronics and accessories businesses, our relationships with key suppliers and customers, quality and consumer acceptance of newly introduced products, market volatility, non-availability of products, excess inventory, pricing and product competition, new product introductions and the possibility that the review of our prior filings by the SEC may result in changes to our initial proceedings -- excuse me, in our financial statements -- and the possibility that stockholders or regulatory authorities may initiate proceedings against Audiovox and/or our officers and directors as a result of any restatements. Risk factors associated with our business, including some of the facts set forth herein, are detailed in the company's Form 10-K for the fiscal year ended February 28, 2009. At this time I'd like to turn the call over to Patrick Lavelle. Pat? Patrick M. Lavelle: Thank you, Glenn, and good morning, everyone. As anticipated, we are profitable through the first six months of fiscal 2010, posting income of $3.2 million versus a loss of $7.5 million last year, over a $10 million swing. Our improved performance is a direct result of higher margins, a shift in product mix and lower overhead as a result of the expense reduction plans we put in place last year. Unfortunately, the weakness in the economy continues to affect sales, which were off in the second quarter by 16%. The consumer and mobile sectors were hit hardest, but we did experience a significant uptick in Accessories sales driven by the analog to digital TV changeover that helped offset the decline in our Electronics segment. Gross profit margin was almost 19% compared to 17%, and our expenses were down $6.5 million due to the across-the-board cuts we implemented since the second half of last year. I believe we're positioned for profitability in future periods, the extent of which will be determined by improvements in the economy and our new product introductions scheduled for the second half. In our Accessory business both the RCA and Terk brands have benefited mainly from the analog to digital TV transition, with RCA accessory sales up more than 35%. In addition, many of our other Accessory categories saw year-over-year increases and had good margins. The higher-margin Accessory products and their increased percentage in the mix help improve our overall performance. Now that the transition has passed, we do not expect to anniversary the spikes in reception products. Our arsenal of domestic and international accessory brands - Acoustic Research, RCA, Terk, Energizer, [Olbach] and now Schwaiger - give us great flexibility as it provides our retail partners with more choices across different price points. And our brands have strength and resonate with consumers, with RCA currently holding the number one market share in units for TV remote controls and the number one market share in both units and dollars for reception products. Terk is among the leaders in reception products, and the Energizer license we hold gives us access to the number one selling battery brand. Some quick highlights from our Accessory group. Our new AR Xsight remote controls, retailing from $249 to $349, were recently launched at Best Buy and other key retailers nationwide. These are the first of the products designed to reposition Acoustic Research as our high end wireless brand targeted at the discriminating audio and videophile. In addition to the new remotes we also just introduced new wired and wireless AR headphones that deliver studio-quality performance. There are new products coming in RCA and the Terk lines, and Surface continues to make progress. These are just a few of the products that we expect will drive the Accessory business. There may be some weakness over the coming months, primarily due to cautious buying at retail, but this should turn in fiscal 2010. This leads me to the acquisition we just announced. Last week we acquired Schwaiger, a European accessories company, for $4.3 million. With Schwaiger we expanded our geographic footprint while adding a powerful consumer electronics accessory brand. Schwaiger has an array of product lines, including antennas, amplifiers, accessories, switches, cable, satellite-receiving components, and other SAT and receiver technologies. This complements our existing line and adds new distribution channels and new customers. We expect this acquisition to add approximately $32 million in annual sales to Audiovox Germany and be accretive this year. In addition to the accessory product sales, this deal also provides us with the opportunity to cross-sell some of our domestic brands to some of our new European customers. On the Consumer side, sales continue to be affected by the market-wide lack of consumer confidence and rising unemployment figures. Reports for the upcoming holiday season have been mixed. Best Buy and some of the discount retailers are projecting stronger holiday sales while others continue to forecast weakness. Overall, though, retailers are taking a more cautious approach in their buying and inventory programs compared to last year. Added to this economic reality is the fact that although we exited several Consumer categories last year, such as navigation, LCD TV, and GMRS, we did continue to have sales of those products as we wound down operations - sales which we do not have this year. These two situations have resulted in a sizeable reduction in our overall Consumer business. However, we do have a number of bright spots, including increases in our camcorder and digital clock radio categories. In addition, some of you may have seen the recent news on Qualcomm's personal FLO TV. I'm pleased to say that we will be distributing their new FLO TV personal television, an entirely new hand-held portable device that will let TV lovers watch their favorite news, live sports, children's programs and entertainment on a dedicated device for mobile TV viewing. We will be shipping the FLO personal TV to limited distribution this holiday season. And finally, we have several new products in development that will be shown at the consumer electronics show in January that include FLO TV-enabled portable DVDs, new camcorder designs and our first e-book. I believe all of these developments will help strengthen our Consumer group as we complete fiscal 2010 and put us on a strong footing for next year. On the Mobile side, the car market continues to post lower sales. In September car sales fell 23% to a seasonally adjusted rate of only 9.2 million vehicles for this year. The Cash for Clunkers program did help a little, selling some 700,000 vehicles in July and August, but the upward momentum did not carry into September. Despite the unprecedented difficulties facing the auto industry, we are beginning to see reports from many of the leading automakers that are suggesting the bottom is behind us and increases are being predicted. As we move to the end of the year we have several new programs that we believe will be contributors to an improved mobile performance over the next several quarters. Let me start with Sirius XM. You have no doubt heard about the XM SkyDock, with its built-in FM tuner, so you can enjoy live Satellite Radio anywhere you drive using your iPod or iTouch. It features the revolutionary Sirius XM PowerConnect technology, which has the flexibility to move from vehicle to vehicle with a simple plug-and-play. A free XM SkyDock application, available for download from the App Store, lets you tag music for purchase from iTunes. We also have just begun shipment of the Sirius Stratus 6 and the XM onyX, both with PowerConnect, and will ship a Sirius Internet radio and a Sirius home receiver in November. To support these programs, Sirius XM has announced a Rock 'N' Reward consumer promotion that gives the consumer up to $100 cash back in a Sirius XM Visa card with the purchase of a subscription to Satellite Radio. This promotion, scheduled for the fall quarter, should increase Satellite Radio sales over last year's second half. Then there's Qualcomm's in-vehicle FLO TV, which we will deliver in our fourth quarter. FLO TV brings in-vehicle live TV not only to new car applications, but also to the over 20 million screens in cars and on the road today, and we are the exclusive supplier of FLO TV hardware. FLO TV represents the first time a consumer can get high-quality, inference-free live TV in a moving vehicle. It is completely unobtrusive, connects to any rear-seat entertainment system, and has an antenna that is no bigger than a computer mouse. We'll be launching at car dealers first and will follow shortly thereafter at retail. We are very optimistic about this new relationship and the new product it brings, and we should start seeing an impact in the fiscal fourth quarter and more next year. And finally there is our affiliation with Sony PlayStation and the launch of that system later this month. It's the first ever PlayStation 2 built into a rear-seat entertainment system, no separate game console needed, and the controllers are wireless so no more wires stretch across the back seat. The system also includes two PS2 games. I believe these programs will offset some of the dismal performance of the car market during the second half of fiscal 2010 and beyond. As we look ahead into the third and fourth quarters and really into next year I'll reiterate that I believe we're positioned for profitability, but I remain cautious. Economic conditions which impacted us in fiscal 2009 remain, and the economy, while it's beginning to stabilize, is still hampered by nearly 10% unemployment, and people without jobs spend money cautiously. In addition, there has been a cultural shift in the consumer mind-set regarding savings and spending. While spending has dropped way off, the American consumer is saving money at levels not seen in decades. By all accounts, this will probably not be a strong holiday season at retail, and we think any gains will be modest. To summarize, certain categories are performing well, and our new programs, particularly in the mobile business, should offset some of the overall market weakness. The acquisition of Schwaiger will also help boost our international sales, but until we see domestic sell-through at retail, true signs that the auto industry is turning and rising consumer confidence, we have to be very prudent in how we manage our business, and we will continue to do that. Margins will fluctuate, particularly in the third quarter, as some lower-margin but lower-risk programs like those that we have with Satellite Radio, will increase. However, with the additional international Accessory business we just added and new mobile programs beginning in 4Q, we look for margins to improve slightly over 3Q and would expect to see them in the 18% to 19% range on a go forward basis. Overhead was down $6.3 million this quarter and $14 million or close to 24% through the first half of the year. The cost reduction plans, both permanent and temporary, that I outlined in previous quarters, resulting in approximately $23 million in annualized savings, are in full effect and have enabled us to drive profits to the bottom line. We are operating lean today but have the capacity to take on business without adding significant costs, and that's a big part of our near-term strategy. We don't expect to see any additional large percentage drops in overhead as we are approaching the anniversary of the implementation of these reductions. We have significant cash on hand to fund buying programs for the holiday season, and as evidenced by the Schwaiger acquisition, we will continue to look at M&A opportunities --businesses that will improve our financial position and add long-term value. We do business today with virtually every one of the big box retailers and key regional players. Our after-market automotive network is among the best in the industry, and we have new mobile partnerships with market leaders. Margins and overhead are under control. We are not sitting around waiting for the economy to improve. We are bringing new products to market that we believe are strong enough to succeed even in a down market. We have all the elements in place, and we are focused on success. While we look forward to the inevitable strengthening of the economy, we continue to shape our own destiny, developing new products and fine-tuning procedures as we look for ways to increase productivity and lower overhead to put us in a position to deliver better shareholder returns. I would like to thank you for your time this morning and your continued support, and with that I will turn the call over to Michael and then we will open it up for questions. Mike? Charles M. "Michael" Stoehr: Thanks, Pat. Good morning, everyone. I'm going to start with our second quarter and six month results and then discuss our balance sheet. Sales for the second quarter were $124.8 million, a decline of 15% from second quarter last year. Our Accessory sales increased by 29% to $45.9 million due to new products, new customers, and an increase in antenna sales as a result of the shift from analog to digital TV. We also experienced increases in our Terk, AR, and RCA product lines. Offsetting this increase were declines in the Electronics segment, which reported sales of $79 million or a decline of 29%. This decline was due to increased consumer good sales as we exited several lower-margin product categories, including LCD TVs, portable navigation, and GRMS radios last year, but we continued to sell these lines as we closed out our inventory. Sales for the quarter of that product last year was approximately $6 million. On the positive side, digital clock radio sales were up, and we added new accounts that should help sales in the future. Our mobile business continues to be impacted principally by lower vehicle sales, though mobile audio is up due to higher sales of Satellite Radio products, a trend which we will continue in the future periods as a result of our agreement with Sirius XM. Our international business continues to be adversely impacted by global economic issues as our sales were down in Germany, Venezuela and Mexico. Venezuela experienced a large sales decline as a result of dollar shortages in country and the closure for a period of time of the automobile manufacturers' facilities. We anticipate the recent acquisition of Schwaiger to increase sales in our European operations and add additional higher-margin Accessory business for us. As we reported, we estimate these sales to be approximately $32 million on an annualized basis. Consolidated gross margins increased 190 basis points from 17% last year second quarter to 18.9% this quarter. The increase in our margin was primarily the result of three factors: One, the shift in our product mix during the quarter resulting in higher Accessory sales as a percentage - and, again, these carry higher margins; price increases last year to offset rising costs and our cost containment efforts, which resulted in lower warehousing and assembly expenses, labor charges and freight charges, and also lower obsolescence charges. Our operating expenses declined by almost 22% to $22.8 million or down $6.3 million versus $29.1 million in the same period last year. Selling expenses were down 25% due to lower sales salaries, commissions, advertising, T&E, and our G&A costs were down 19.5% due to lower office and executive sales and a decline in professional fees, insurance, etc. In total there were approximately $3.9 million in savings generated by lower payroll expenses and benefits, and our headcount is down 18% year-over-year. As a percentage of net sales, our overhead was 18.2% for the three months ended August compared to 19.8% in the prior year period. We anticipate realizing the $23 million in annualized cost savings we previously discussed, though I remind you that the size of the reductions will decline on a dollar percentage basis in future periods as our plans are fully implemented. Despite the decline in sales due to increased margins and lower overhead, we reported pre-tax income of $1.2 million versus a loss of $4 million last year and net income of $2.8 million or $0.12 per share versus a net loss of $2.3 million or a loss of $0.10 per share second quarter last year. In addition to the improvement in our operating performance, our net income was impacted by tax releases caused by a favorable state tax ruling which impacted taxes on our joint venture income. For the six months our sales declined 16.1%, with Electronics down partially offset by increases in Accessory sales. The increase in Accessories was the result, again, of higher sales in digital antenna, increases in Terk, Acoustic Research and RCA brands. Declines in Electronics sales were due to the reasons I outlined earlier, offset by higher sales of Satellite Radio products resulting from our new agreement with Sirius XM and higher sales of digital clock radios and digital camcorders. Our gross margins increased by 270 basis points from 16.3% to 19%, and this was primarily due to higher Accessory sales as a percentage of the mix - 35.4% of sales - in fiscal 2010 compared to 29% for the first six months of fiscal 2009. The increase is due to higher margin in select mobile programs and internationally as well as the absence of a $2.9 million charge taken in last year's fiscal first quarter related to our exiting the portable navigation market. Operating expenses declined $14 million or 23.6% to $45.5 million versus $59.5 million, and as a percentage of net sales decreased by 18.9% from 20.4%. In total, our payroll and benefit expenses declined $8.2 million for the six month fiscal 2010 versus the six month fiscal 2009 period. Pre-tax income from continuing operations was approximately $2 million compared to pre-tax loss of $11.1 million, a $13 million swing. And net income also inclusive of tax releases was $3.2 million or $0.14 per share compared to a loss of $7.5 million or $0.33 per share loss, a $10.7 million swing. Moving on to our liquidity and capital resources, our working capital decreased from $241.1 million on February 28th to $238.2 million on August 31, 2009 principally as a result of our purchasing $7.4 million-denominated Venezuelan government bonds with a maturity of 2015. Our cash balance is up approximately $1 million for the same period, and as of August 31st was $70.5 million. Last year at the end of August it was $49 million. The increase in cash is primarily due to a decrease in accounts receivable and vendor receivables and a decrease in inventory balances. This was offset by a decrease in accounts payable, accrued expenses and the purchase of dollar-denominated Venezuelan bonds for our Venezuelan operation. These dollar bonds are redeemable in Venezuelan bolivars at the current official exchange rate. This gives us protection from devaluation as we wait dollar allocations by the Venezuelan government for our approved intercompany payments. For the six months ended August 31, 2009 operating activities provided cash of approximately $7.2 million. Our inventory balances have been reduced and our inventory turns increased to 2.9 versus 2.6 for the same period last year. Our accounts receivable turns decreased from 5.6 to 4.8. Last year during the quarter receivable turns were favorably impacted by the recent RCA acquisitions which did not occur this year. We really have no major issues in the receivables. During our fiscal third quarter we will use additional cash to fund accounts receivable inventory as historically it is our strongest selling quarter. We can expect our usual seasonal patterns, and we will cash up again in the fourth quarter as our transaction cycles are completed. We will probably during our third quarter end with mid eight figures in cash. Our balance sheet remains strong, and we have sufficient capital to not only manage our business but to pursue growth opportunities as they may arise. We continue to be prudent in our buying programs and are watching the market closely. I'll turn the meeting back to Pat. Pat? Patrick M. Lavelle: Okay, Michael. Thank you. And now if there are any questions.

(Operator Instructions) Your first question comes from Thomas Khan - Khan Brothers. Thomas Khan - Khan Brothers: [Break in audio] on the Circuit City receivable. Patrick M. Lavelle: Tom, could you repeat that? Thomas Khan - Khan Brothers: Did you collect your insurance money on the Circuit City receivable? Patrick M. Lavelle: The bankruptcy proceedings are ongoing. We expect that we will receive payment either in the end of the third quarter or the beginning of the fourth quarter. Thomas Khan - Khan Brothers: What was the amount of the receivable? What is the claim? Patrick M. Lavelle: The balance is I believe $6.6 million, something like that. Thomas Khan - Khan Brothers: And who is insuring that for you? Patrick M. Lavelle: Credit Suisse. Thomas Khan - Khan Brothers: So you anticipate receiving all of that from the insurance company? Patrick M. Lavelle: Yes, we do. Thomas Khan - Khan Brothers: So when we look back at it will there have been any loss or will you have essentially been well covered? Patrick M. Lavelle: We were well covered. I guess you can say the only loss we had was the initial cost of the put that we couldn't place. Thomas Khan - Khan Brothers: Is there any more, I mean, you guys did a great job in reducing expenses. Can we look forward to any more or are we pretty well sort of cut to the bone in terms of expenses? Patrick M. Lavelle: We've cut as deeply as I would like to see at this particular point in time based on the programs that we are starting. I don't think it would be wise for us to go any deeper at this point because, with the new programs that we have in place, the new Sony PlayStation, the new FLO programs that we have on the Consumer and the Mobile side, I don't think it would be wise at this particular point. We are anticipating that we are going to see some improvement in the mobile business based on these deals and as well in the economy as time goes on, so other than fine tuning and [inaudible] the waste, I don't see anything. John J. Shalam: Tom, if I may just add, I did want to say that in addition to what Pat said we do have ongoing programs which we are reviewing in terms of warehousing efficiencies, transportation and other cost studies which are not related to just cutting payroll and cutting salaries, but it's an ongoing process. You could see some additional small savings.

(Operator Instructions) Your next question comes from Jim Barrett - C.L. King & Associates. Jim Barrett - C.L. King & Associates: Can we talk a little bit about the Schwaiger acquisition? Could you tell me, for example, for starters, were there any other bidders for the asset? Patrick M. Lavelle: There were some other people. Schwaiger was owned by the Wright Group. The Wright Group was in receivership and there were some people or some companies looking at the entire organization. Jim Barrett - C.L. King & Associates: And is $32 million in U.S., was that its all-time high in sales, Pat, or if we go prior to the recession was it a higher number? Any sense of that? Patrick M. Lavelle: Prior sales were higher than where they are right now. Jim Barrett - C.L. King & Associates: And does it have margins currently that are similar to Audiovox's? How shall we look at the margin structure of that company? Patrick M. Lavelle: The margins here would be generally in relationship to what you would normally see with Accessories, which would normally be higher than our core margins. Jim Barrett - C.L. King & Associates: And the book value of the acquisition? Do you happen to have that? Charles M. "Michael" Stoehr: We purchased $3 million worth of inventory for $3 million. Patrick M. Lavelle: 3 million euros. Charles M. "Michael" Stoehr: 3 million euros, excuse me. Patrick M. Lavelle: Because the parent was in receivership, we were able to pick up Schwaiger at a significant discount. Jim Barrett - C.L. King & Associates: Could you repeat that, Pat? Patrick M. Lavelle: Because the parent was in receivership, we were able to pick up the Schwaiger assets at a significant discount. Jim Barrett - C.L. King & Associates: And is this a business with holiday seasonality? When you say it's going to be accretive this fiscal year, is that a function of holiday sales or is it a fairly steady business year round? Patrick M. Lavelle: It's a typical Accessory business, as there will be attachment sales to other CE products that are purchased during Christmas which would give you a little bump at Christmastime, but it's traditionally the cycles that you would see in Accessories. Jim Barrett - C.L. King & Associates: And if we can move on to ASA for a moment, I notice they paid you a $3 million dividend? Patrick M. Lavelle: Yes. Jim Barrett - C.L. King & Associates: Is that business going to remain profitable throughout this downturn if the sales trends of recreational vehicles do not get any worse? Patrick M. Lavelle: They have made all the adjustments that they need to make. We anticipate that they will maintain profitability. Jim Barrett - C.L. King & Associates: And then finally - and you may have mentioned this - but in the Electronic area, if I strip out the discontinued products, how should I think about the current organic sales trends in Electronics? Patrick M. Lavelle: We had a drop in our portable DVD sales, but we think that with some of the new products that we're seeing, the increases that we're seeing in camcorders - we also had some drop in the digital audio category - but we think with the FLO TV, personal TV, and some of the new products that we have that we're introducing, that will offset any declines, not this particular year but as we move into next year. Jim Barrett - C.L. King & Associates: Move into 2011? Patrick M. Lavelle: Yes. Jim Barrett - C.L. King & Associates: And then last but not least, Mike, what tax rate should we use when we're attempting to model the company's earnings this year and next? Charles M. "Michael" Stoehr: It's hard because we have to deal with the valuation reserves that are there. We have based upon the way, because of the valuation reserves that were established and due to the nature of amortizing the intangibles that we have, the basic taxes of the company are roughly around $1.6 to $1.7 million for the year. And then you probably have 2% for AMT - alternative minimum tax. Okay? But that's basically the underlying structure. But, again, my problem is, Jim, it depends upon how much we're doing in Europe because the tax loss carryforwards are all in the States. So depending on where we're getting our income would affect that rate. Overall, use that.

Your next question comes from [Dan Thompson] - Harvard Management. Dan Thompson - Harvard Management: I just wanted to get a little more detail on the purchase of the Venezuelan bond and the rationale behind that. Charles M. "Michael" Stoehr: Yes. What we did is we purchased - they're called [tics] and they're issued by the Venezuelan government. The reason that we did is that we have in Venezuela - to get money out of the country you have to apply to the CADIVI, which is the government foreign exchange agency. They have given us approval to repay the company, but they've been late funding these Venezuelan so we've built up some cash in Venezuela. So not to leave it exposed to devaluation, we purchased these bonds. You buy them in Bs. They're denominated in dollars. When you go to redeem them - and there is a market for them in Venezuela - whatever the exchange rate is you get that, and that offsets the loss on the dollar payables. It doesn't get you any dollars any faster. It protects the dollars that you have. Dan Thompson - Harvard Management: And you're exposed, I guess, to risk on the principal of the bond since it's not due until 2015? Charles M. "Michael" Stoehr: Right. We bought the bonds at a discount. Your ultimate risk is a sovereign risk of the Venezuelan government. Dan Thompson - Harvard Management: Which is a junk credit right now. Charles M. "Michael" Stoehr: Well, the issue that you have is that the monies that we had there were in [CDs] through the Venezuelan bank. We felt that it was better to deal with the government than to deal with the bank.

We have no further questions at this time. Patrick M. Lavelle: Okay. I want to thank you all for your interest in Audiovox and taking the time to be with us this morning, and I wish you all a good day. Thank you.