<PAGE>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

<TABLE>
<CAPTION>
COMMISSION FILE    REGISTRANT, STATE OF INCORPORATION OR      I.R.S. EMPLOYER
     NUMBER       FORMATION, ADDRESS AND TELEPHONE NUMBER   IDENTIFICATION NO.
---------------   ---------------------------------------   ------------------
<S>               <C>                                       <C>
333-115009        TELEX COMMUNICATIONS                      20-0406594
                  INTERMEDIATE HOLDINGS, LLC
                  (FORMED IN DELAWARE)
                  12000 PORTLAND AVENUE SOUTH
                  BURNSVILLE, MINNESOTA 55337
                  TELEPHONE: (952) 884-4051

333-112819        TELEX COMMUNICATIONS, INC.                11-3707780
                  (INCORPORATED IN DELAWARE)
                  12000 PORTLAND AVENUE SOUTH
                  BURNSVILLE, MINNESOTA 55337
                  TELEPHONE: (952) 884-4051
</TABLE>

        Securities registered pursuant to Section 12(b) of the Act: NONE

        Securities registered pursuant to Section 12(g) of the Act: NONE

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

Indicate by check mark whether any of the registrants is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).               YES       NO   X
                                                                  -----    -----

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).                              YES       NO   X
                                                                  -----    -----

<PAGE>

As of October 24, 2005, Telex Communications, Inc. had outstanding 500 shares of
Common Stock, $0.01 par value, all of which are owned beneficially and of record
by Telex Communications Intermediate Holdings, LLC. Telex Communications
Intermediate Holdings, LLC has one member interest outstanding, which is owned
by Telex Communications Holdings, Inc.

This Quarterly Report on Form 10-Q is a combined report being filed by two
different registrants: Telex Communications Intermediate Holdings, LLC and Telex
Communications, Inc. (a wholly-owned subsidiary of Telex Communications
Intermediate Holdings, LLC). The information contained herein relating to each
individual registrant is filed by such registrant on its own behalf. No
registrant makes any representation as to information relating to any other
registrant.


                        THIS DOCUMENT CONTAINS 35 PAGES.

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


                                        2

<PAGE>

                        PART I. --- FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                         Page(s)
                                                                         -------
<S>                                                                      <C>
Item 1. Financial Statements

Included herein is the following unaudited financial information:

TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC
Condensed Consolidated Balance Sheets as of September 30, 2005 and
   December 31, 2004                                                          4
Condensed Consolidated Statements of Operations for the three and nine
   month periods ended September 30, 2005 and 2004                            5
Condensed Consolidated Statements of Cash Flows for the nine month
   periods ended September 30, 2005 and 2004                                  6

TELEX COMMUNICATIONS, INC.
Condensed Consolidated Balance Sheets as of September 30, 2005 and
   December 31, 2004                                                          7
Condensed Consolidated Statements of Operations for the three and nine
   month periods ended September 30, 2005 and 2004                            8
Condensed Consolidated Statements of Cash Flows for the nine month
   periods ended September 30, 2005 and 2004                                  9

Notes to Condensed Consolidated Financial Statements                      10-23
Item 2. Management's Discussion and Analysis of Financial Condition
   and Results of Operations                                              24-30
Item 3. Quantitative and Qualitative Disclosures About Market Risk           31
Item 4. Controls and Procedures                                              32
</TABLE>

                         PART II. --- OTHER INFORMATION

<TABLE>
<CAPTION>
                                                                         Page(s)
                                                                         -------
<S>                                                                      <C>
Item 6. Exhibits                                                             33
Signatures                                                                   34
Exhibit Index                                                                35
</TABLE>


                                        3

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                 TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                          SEPTEMBER 30,   DECEMBER 31,
                                               2005           2004
                                          -------------   ------------
                                           (UNAUDITED)     (SEE NOTE)
<S>                                       <C>             <C>
                                ASSETS
Current assets:
   Cash and cash equivalents                $  14,035      $  14,959
   Accounts receivable, net                    55,052         50,177
   Inventories                                 53,529         52,573
   Prepaid expenses                             4,050          1,942
   Other current assets                         2,630          3,041
                                            ---------      ---------
      Total current assets                    129,296        122,692
Property, plant and equipment, net             33,678         32,025
Deferred financing costs, net                   4,985          6,162
Goodwill, net                                  15,695         15,845
Other assets                                    3,783          3,296
                                            ---------      ---------
                                            $ 187,437      $ 180,020
                                            =========      =========

                   LIABILITIES AND MEMBER'S DEFICIT
Current liabilities:
   Revolving lines of credit                $      --      $   1,011
   Current maturities of long-term debt           458            479
   Accounts payable                            17,869         13,173
   Accrued wages and benefits                  10,340         11,643
   Accrued interest                             6,923          3,098
   Other accrued liabilities                    8,949          7,971
   Income taxes payable                            37          5,548
                                            ---------      ---------
      Total current liabilities                44,576         42,923
Long-term debt, net                           205,059        197,065
Other long-term liabilities                    15,412         12,523
                                            ---------      ---------
      Total liabilities                       265,047        252,511
                                            ---------      ---------

Member's deficit:
   Member interest                             83,946         83,946
   Accumulated other comprehensive loss        (6,641)        (1,996)
   Accumulated deficit                       (154,915)      (154,441)
                                            ---------      ---------
      Total member's deficit                  (77,610)       (72,491)
                                            ---------      ---------
</TABLE>


                                        4

<PAGE>

                 TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED              NINE MONTHS ENDED
                                         -----------------------------   -----------------------------
                                         SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,
                                              2005            2004            2005            2004
                                         -------------   -------------   -------------   -------------
<S>                                      <C>             <C>             <C>             <C>
Net sales                                   $78,007         $77,374        $232,253        $222,369
Cost of sales                                44,284          41,585         128,882         121,288
                                            -------         -------        --------        --------
      Gross profit                           33,723          35,789         103,371         101,081
                                            -------         -------        --------        --------
Operating expenses:
   Engineering                                4,404           4,200          12,858          11,391
   Selling, general and administrative       20,607          20,516          63,999          61,311
   Restructuring charges                      1,129              --           1,129              --
                                            -------         -------        --------        --------
                                             26,140          24,716          77,986          72,702
                                            -------         -------        --------        --------
      Operating income                        7,583          11,073          25,385          28,379
Interest expense                             (7,192)         (6,927)        (21,417)        (20,337)
Other income, net                                99             284           1,095             424
                                            -------         -------        --------        --------
Income before income taxes                      490           4,430           5,063           8,466
Provision for income taxes                    1,681           2,633           5,537           6,426
                                            -------         -------        --------        --------
      Net (loss) income                     $(1,191)        $ 1,797        $   (474)       $  2,040
                                            =======         =======        ========        ========
</TABLE>


                                        5

<PAGE>

                 TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     NINE MONTHS ENDED
                                                               -----------------------------
                                                               SEPTEMBER 30,   SEPTEMBER 30,
                                                                    2005            2004
                                                               -------------   -------------
<S>                                                            <C>             <C>
OPERATING ACTIVITIES:
   Net (loss) income                                              $  (474)        $ 2,040
   Adjustments to reconcile net income to cash flows
      from operations:
      Depreciation and amortization                                 5,261           4,527
      Amortization of deferred financing costs and
         pay-in-kind interest charge                                9,418           8,392
      Gain on sale of businesses, product lines and
         other assets                                                  --            (269)
      Restructuring charges                                         1,129              --
      Change in operating assets and liabilities                   (8,863)         (6,377)
      Change in long-term liabilities                               3,110           1,352
      Other, net                                                      533             613
                                                                  -------         -------
   Net cash provided by operating activities                       10,114          10,278
                                                                  -------         -------

INVESTING ACTIVITIES:
   Additions to property, plant and equipment                      (9,143)         (5,310)
   Proceeds from disposition of assets                                 --           2,338
   Other                                                              166             166
                                                                  -------         -------
   Net cash used in investing activities                           (8,977)         (2,806)
                                                                  -------         -------

FINANCING ACTIVITIES:
   Borrowings (repayments) under revolving lines of
      credit, net                                                  (1,011)             --
   Repayment of long-term debt                                       (343)           (328)
   Payment of deferred financing costs                                 --            (399)
                                                                  -------         -------
   Net cash used in financing activities                           (1,354)           (727)
                                                                  -------         -------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS         (707)            (43)
                                                                  -------         -------

CASH AND CASH EQUIVALENTS:
   Net (decrease) increase                                           (924)          6,702
   Balance at beginning of period                                  14,959           6,698
                                                                  -------         -------
   Balance at end of period                                       $14,035         $13,400
                                                                  =======         =======

SUPPLEMENTAL DISCLOSURES OF CASH PAID FOR:
   Interest                                                       $ 8,204         $ 7,016
                                                                  =======         =======
   Income taxes                                                   $ 7,219         $ 4,954
                                                                  =======         =======
</TABLE>

            See notes to condensed consolidated financial statements.


                                        6

<PAGE>

                           TELEX COMMUNICATIONS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                               SEPTEMBER 30,   DECEMBER 31,
                                                    2005           2004
                                               -------------   ------------
                                                (UNAUDITED)
<S>                                            <C>             <C>
                                   ASSETS
Current assets:
   Cash and cash equivalents                     $  14,035      $  14,959
   Accounts receivable, net                         55,052         50,177
   Inventories                                      53,529         52,573
   Prepaid expenses                                  4,050          1,942
   Other current assets                              2,630          3,041
                                                 ---------      ---------
      Total current assets                         129,296        122,692
Property, plant and equipment, net                  33,678         32,025
Deferred financing costs, net                        4,323          5,350
Goodwill, net                                       15,695         15,845
Other assets                                         3,783          3,296
                                                 ---------      ---------
                                                 $ 186,775      $ 179,208
                                                 =========      =========

               LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)
Current liabilities:
   Revolving lines of credit                     $      --      $   1,011
   Current maturities of long-term debt                458            479
   Accounts payable                                 17,869         13,173
   Accrued wages and benefits                       10,340         11,643
   Accrued interest                                  6,589          2,995
   Other accrued liabilities                         8,949          7,971
   Income taxes payable                                 37          5,548
                                                 ---------      ---------
      Total current liabilities                     44,242         42,820

Long-term debt, net                                125,742        126,079
Other long-term liabilities                         15,412         12,523
                                                 ---------      ---------
      Total liabilities                            185,396        181,422
                                                 ---------      ---------

Shareholder's equity (deficit):
   Common stock and capital in excess of par       143,029        143,029
   Accumulated other comprehensive loss             (6,641)        (1,996)
   Accumulated deficit                            (135,009)      (143,247)
                                                 ---------      ---------
      Total shareholder's equity (deficit)           1,379         (2,214)
                                                 ---------      ---------
                                                 $ 186,775      $ 179,208
                                                 =========      =========
</TABLE>

            See notes to condensed consolidated financial statements.

Note: The balance sheet at December 31, 2004 has been derived from the Company's
audited financial statements at that date.


                                        7

<PAGE>

                           TELEX COMMUNICATIONS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED               NINE MONTHS ENDED
                                         -----------------------------   -----------------------------
                                         SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,
                                             2005            2004            2005            2004
                                         -------------   -------------   -------------   -------------
<S>                                      <C>             <C>             <C>             <C>
Net sales                                   $78,007         $77,374         $232,253       $222,369
Cost of sales                                44,284          41,585          128,882        121,288
                                            -------         -------         --------       --------
      Gross profit                           33,723          35,789          103,371        101,081
                                            -------         -------         --------       --------
Operating expenses:
   Engineering                                4,404           4,200           12,858         11,391
   Selling, general and administrative       20,602          20,511           63,958         61,282
   Restructuring charges                      1,129              --            1,129             --
                                            -------         -------         --------       --------
                                             26,135          24,711           77,945         72,673
                                            -------         -------         --------       --------
      Operating income                        7,588          11,078           25,426         28,408
Interest expense                             (4,039)         (4,200)         (12,285)       (12,433)
Other income, net                                99             284            1,095            424
                                            -------         -------         --------       --------
Income before income taxes                    3,648           7,162           14,236         16,399
Provision for income taxes                    1,681           2,633            5,537          6,426
                                            -------         -------         --------       --------
       Net income                           $ 1,967         $ 4,529         $  8,699       $  9,973
                                            =======         =======         ========       ========
</TABLE>

            See notes to condensed consolidated financial statements.


                                        8

<PAGE>

                           TELEX COMMUNICATIONS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              NINE MONTHS ENDED
                                                                        -----------------------------
                                                                        SEPTEMBER 30,   SEPTEMBER 30,
                                                                             2005           2004
                                                                        -------------   -------------
<S>                                                                     <C>             <C>
OPERATING ACTIVITIES:
   Net income                                                              $ 8,699         $ 9,973
   Adjustments to reconcile net income to cash flows from operations:
      Depreciation and amortization                                          5,261           4,527
      Amortization of deferred financing costs                               1,087           1,067
      Restructuring charges                                                  1,129              --
      Gain on sale of assets                                                    --            (269)
      Change in operating assets and liabilities                            (9,244)         (6,587)
      Change in long-term liabilities                                        3,110           1,352
      Other, net                                                               533             613
                                                                           -------         -------
   Net cash provided by  operating activities                               10,575          10,676
                                                                           -------         -------
INVESTING ACTIVITIES:
   Additions to property, plant and equipment                               (9,143)         (5,310)
   Net proceeds from sale of assets                                             --           2,338
   Other                                                                       166             166
                                                                           -------         -------
   Net cash used in investing activities                                    (8,977)         (2,806)
                                                                           -------         -------
FINANCING ACTIVITIES:
   Borrowings (repayments) under revolving lines of credit, net             (1,011)             --
   Repayment of long-term debt                                                (343)           (328)
   Payment of deferred financing costs                                          --            (317)
   Dividend to parent                                                         (461)           (480)
                                                                           -------         -------
   Net cash used in financing activities                                    (1,815)         (1,125)
                                                                           -------         -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                  (707)            (43)
                                                                           -------         -------
CASH AND CASH EQUIVALENTS:
   Net (decrease) increase                                                    (924)          6,702
   Balance at beginning of period                                           14,959           6,698
                                                                           -------         -------
   Balance at end of period                                                $14,035         $13,400
                                                                           =======         =======
SUPPLEMENTAL DISCLOSURES OF CASH PAID FOR:
   Interest                                                                $ 7,783         $ 6,648
                                                                           =======         =======
   Income taxes                                                            $ 7,219         $ 4,954
                                                                           =======         =======
</TABLE>

            See notes to condensed consolidated financial statements.


                                        9

<PAGE>

                 TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC
                            TELEX COMMUNICATIONS, INC

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

1.   Basis of Presentation

     COMPANY STRUCTURE

     The consolidated financial statements included herein are:

     a.   Telex Communications Intermediate Holdings, LLC ("Intermediate"),
          which consists of the accounts of Intermediate and Telex
          Communications, Inc. ("Telex"). Intermediate is a holding company
          whose assets consist of its investment in Telex and its subsidiaries
          and some additional deferred financing costs related to incremental
          debt of Intermediate. Telex is the operating entity.

     b.   Telex, which consists of the accounts of Telex Communications, Inc.
          and its wholly owned subsidiaries.

     Intermediate is a wholly owned subsidiary of Telex Communications Holdings,
     Inc. ("Old Telex"), which is not a registrant. Intermediate and Telex were
     formed in connection with the November 19, 2003 refinancing of Old Telex's
     debt obligations and related corporate restructuring.

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with United States (U.S.) generally accepted
     accounting principles for interim financial information and with the
     instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly,
     they do not include all of the information and footnotes required by U.S.
     generally accepted accounting principles for complete financial statements.
     In the opinion of management, all adjustments (consisting of normal
     recurring adjustments) considered necessary for a fair presentation have
     been included. Operating results for the interim periods are not
     necessarily indicative of the results that may be expected for the full
     year.

     Preparation of Intermediate's and Telex's financial statements in
     conformity with U.S. generally accepted accounting principles requires
     management to make estimates and assumptions that affect the reported
     amounts in the financial statements and accompanying notes. Actual results
     could differ from those estimates. These financial statements should be
     read in conjunction with the financial statements and notes thereto
     included in the Annual Report on Form 10-K for the fiscal year ended
     December 31, 2004 for Intermediate and Telex.

     Certain 2004 amounts have been reclassified to conform to the 2005
     presentation.


                                       10

<PAGE>

     NEW ACCOUNTING PRONOUNCEMENTS

     In November 2004, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory
     Costs - an amendment of ARB No. 43" (SFAS 151), which is the result of its
     efforts to converge U.S. accounting standards for inventories with
     International Accounting Standards. SFAS 151 requires idle facility
     expenses, freight, handling costs, and wasted material (spoilage) costs to
     be recognized as current-period charges. It also requires the allocation
     of fixed production overheads to the cost of conversion based on the normal
     capacity of the production facilities. SFAS 151 will be effective for
     inventory costs incurred during fiscal years beginning after June 15, 2005.
     Telex is evaluating the impact of this standard and currently does not
     expect it to have a significant impact on its consolidated financial
     statements.

2.   Inventories

     Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                    September 30,   December 31,
                         2005           2004
                    -------------   ------------
<S>                 <C>             <C>
Raw materials          $25,357         $24,088
Work in process          5,055           8,006
Finished products       23,117          20,479
                       -------         -------
                       $53,529         $52,573
                       =======         =======
</TABLE>

3.   Restructuring Charges

     During the quarter ended September 30, 2005, Telex took a pretax
     restructuring charge of $1.1 million attributable to restructuring of
     operations in the United States. The restructuring will result in a loss of
     approximately 165 employees from the Blue Earth, Minnesota manufacturing
     facility. The restructuring charges are anticipated to total $2.5 million
     and will include expected cash expenditures of $1.7 million, to be
     completed by the end of the fourth quarter of 2006, primarily for severance
     costs, with the remaining $0.8 million of the restructuring charges
     representing non-cash charges associated with the write-down of fixed
     assets.

     The following table summarizes the status of Telex's business restructuring
     reserve and other related expenses during the three months ended September
     30, 2005 (in thousands):

<TABLE>
<CAPTION>
                                       Employee            Asset                 Total
                                   Separation Costs   Impairment Costs   Restructuring Reserve
                                   ----------------   ----------------   ---------------------
<S>                                <C>                <C>                <C>
Charges                                  $293              $ 836                $1,129
Asset Impairments                          --               (836)                 (836)
                                         ----              -----                ------
Balance as of September 30, 2005         $293              $  --                $  293
                                         ====              =====                ======
</TABLE>

4.   Goodwill

     Effective January 1, 2002, Telex adopted SFAS No. 142, "Goodwill and Other
     Intangible Assets" (SFAS 142). Telex performs annual impairment reviews at
     the beginning of the


                                       11

<PAGE>

     fourth quarter or at any time there is an indicator of impairment. There
     was no indicator of impairment for the quarter ended September 30, 2005.
     Telex has certain amounts of goodwill denominated in foreign currencies
     that fluctuate with movement of exchange rates.

     The following table presents the changes in carrying value of goodwill by
     business segment as of September 30, 2005 (in thousands):

<TABLE>
<CAPTION>
                                                        Advanced Communication
                                   Professional Audio        Technologies         Total
                                   ------------------   ----------------------   -------
<S>                                <C>                  <C>                      <C>
Balance as of December 31, 2004          $9,755                 $6,090           $15,845
Foreign currency translation               (150)                    --              (150)
                                         ------                 ------           -------
Balance as of September 30, 2005         $9,605                 $6,090           $15,695
                                         ======                 ======           =======
</TABLE>

5.   Debt

     Long-term debt consists of the following (in thousands):

<TABLE>
<CAPTION>
                                     September 30,   December 31,
                                         2005            2004
                                     -------------   ------------
<S>                                  <C>             <C>
TELEX
Senior Secured Notes                   $125,000        $125,000
Other debt                                1,200           1,558
                                       --------        --------
                                        126,200         126,558
Less - current portion                     (458)           (479)
                                       --------        --------
   Total Telex long-term debt           125,742         126,079

INTERMEDIATE
Senior Subordinated Discount Notes       79,317          70,986
                                       --------        --------
   Total long-term debt                $205,059        $197,065
                                       ========        ========
</TABLE>

6.   Income Taxes

     Consistent with the provisions of APB No. 28, "Interim Financial
     Reporting," Telex has provided an income tax provision based on its best
     estimate of the effective tax rate applicable for the entire year. Telex
     recorded income tax provisions of $5.5 million on pre-tax income of $14.2
     million for the nine months ended September 30, 2005 and $6.4 million on
     pre-tax income of $16.4 million for the nine months ended September 30,
     2004. Income tax rates were 38.9% and 39.2% for the nine months ended
     September 30, 2005 and 2004, respectively. The nine months ended September
     30, 2005 included $0.3 million of additional expense for prior year final
     tax return adjustments. The effective rate, excluding the prior year
     expense, is 36.9%. The nine months ended September 30, 2004 included $0.4
     million of additional expense for our German subsidiary related to an audit
     of the 2002 tax year. The effective rate, excluding the prior year expense,
     was 37.0%.

     Intermediate's income tax provision is the same as Telex's because the
     incremental interest expense at Intermediate is non-deductible.


                                       12

<PAGE>

     Intermediate and Telex file a consolidated U.S. tax return with Old Telex.
     The tax provisions recorded by Telex are calculated on a separate company
     basis under a tax sharing agreement with Old Telex. Telex had a payable to
     Old Telex of $6.1 million, $3.3 million, and $2.7 million as of September
     30, 2005, December 31, 2004, and September 30, 2004, respectively, included
     in other long-term liabilities. Each foreign subsidiary of Telex files its
     tax return in its respective foreign country.

7.   Pension and Postretirement Benefits

     Telex has one noncontributory defined benefit cash balance pension plan.
     Through June 30, 2003, each active participant's account received a benefit
     credit each year based on the participant's age, vesting service, and total
     remuneration covered by the pension plan, consisting of base salary,
     commission, overtime and bonuses paid to the participant. Effective June
     30, 2003, Telex made a decision to freeze future pension plan benefits.
     Plan participants continue to receive interest credits but no longer
     receive a benefit credit based on the participant's age, vesting service,
     and total remuneration.

     The following table presents the net periodic benefit cost (income) for
     each period (in thousands):

<TABLE>
<CAPTION>
                                        Three months ended September 30,   Nine months ended September 30,
                                        --------------------------------   -------------------------------
                                                  2005    2004                      2005     2004
                                                 -----   ------                   -------   -------
<S>                                     <C>              <C>               <C>              <C>
Components of net periodic benefit
cost (income):
Interest cost                                    $ 301    $ 334                   $   903   $ 1,003
Expected return on plan assets                    (368)    (456)                   (1,104)   (1,368)
Amortization of prior service cost                 106       --                       318        --
                                                 -----    -----                   -------   -------
   Net periodic benefit cost (income)            $  39    $(122)                  $   117   $  (365)
                                                 =====    =====                   =======   =======
</TABLE>

     Telex made employer contributions of $12,000 in April 2005 with no
     additional funding required in the remainder of 2005.

8.   Related-Party Transactions

     In 2000, Telex relocated its corporate headquarters to a facility leased
     from DRF 12000 Portland LLC (the LLC), an entity in which Telex has a 50%
     interest. Telex contributed cash of $0.6 million to the LLC and the
     investment is accounted for under the equity method. Telex's allocable
     share of the LLC income is included as a component of other income in the
     condensed consolidated statements of operations. The LLC financed the
     purchase of the facility with a mortgage secured by the facility. At
     September 30, 2005, the remaining balance on the mortgage was $6.5 million.
     The annual lease payments to the LLC are $1.1 million for years one to five
     and $1.2 million for years six to ten. The lease commenced in June 2000.
     Telex may renew the lease at the end of the initial lease term for three
     renewal terms of five years each. The lease has been classified as an
     operating lease and the lease payments are recorded as rent expense.
     Telex's exposure to loss associated with the LLC is its investment in the
     LLC, which totaled $0.7 million at September 30, 2005. The investment in
     the LLC is included in the condensed consolidated balance sheets as a
     component of other assets.


                                       13

<PAGE>

     Telex has reviewed FASB Interpretation No. 46, "Consolidation of Variable
     Interest Entities, an Interpretation of ARB No. 51" (FIN 46), pertaining to
     the consolidation of variable interest entities and has determined that the
     LLC is not a variable interest entity to Telex and that the current method
     of accounting for this investment remains appropriate.

9.   Comprehensive Loss

     Comprehensive loss reflects the change in equity of a business enterprise
     during a period from transactions and other events and circumstances from
     non-owner sources. For Intermediate and Telex, comprehensive net loss
     represents net income or loss adjusted for foreign currency translation
     adjustments and minimum pension liability adjustments. Comprehensive loss
     is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                         Telex
                                             ------------------------------------------------------------------
                                             Three months ended September 30,   Nine months ended September 30,
                                             --------------------------------   -------------------------------
                                                       2005    2004                      2005     2004
                                                      -----   ------                   -------   -------
<S>                                          <C>              <C>               <C>              <C>
Net income                                           $1,967    $4,529                  $ 8,699   $9,973
Other comprehensive income:
   Foreign currency translation adjustment             (649)      467                   (4,645)     (10)
                                                     ------    ------                  -------   ------
Comprehensive income                                 $1,318    $4,996                  $ 4,054   $9,963
                                                     ======    ======                  =======   ======
</TABLE>

<TABLE>
<CAPTION>
                                                                        Intermediate
                                             ------------------------------------------------------------------
                                             Three months ended September 30,   Nine months ended September 30,
                                             --------------------------------   -------------------------------
                                                       2005     2004                      2005     2004
                                                     -------   ------                   -------   ------
<S>                                          <C>               <C>              <C>               <C>
Net (loss) income                                    $(1,191)  $1,797                   $  (474)  $2,040
Other comprehensive income:
   Foreign currency translation adjustment              (649)     467                    (4,645)     (10)
                                                     -------   ------                   -------   ------
Comprehensive (loss) income                          $(1,840)  $2,264                   $(5,119)  $2,030
                                                     =======   ======                   =======   ======
</TABLE>

     The components of accumulated other comprehensive loss for both
     Intermediate and Telex are as follows (in thousands):

<TABLE>
<CAPTION>
                               September 30,   December 31,
                                    2005           2004
                               -------------   ------------
<S>                            <C>             <C>
Foreign currency translation      $ 1,625        $ 6,270
Minimum pension liability          (8,266)        (8,266)
                                  -------        -------
                                  $(6,641)       $(1,996)
                                  =======        =======
</TABLE>


                                       14

<PAGE>

10.  Segment Information

     Telex has two business segments: Professional Audio and Advanced
     Communication Technologies.

     Professional Audio

     Professional Audio consists of five product lines within the overall
     professional audio market, including: (i) permanently installed sound
     systems; (ii) sound products used by professional musicians and sold
     principally through retail channels; (iii) sound products used in
     professional concerts, recording projects and radio and television
     broadcasts; (iv) professional communication products, including advanced
     digital matrix intercoms, used by broadcasters (including all major
     television networks) to control production communications, intercoms,
     headsets and wireless communications systems used by professional, college
     and high school football teams and stadiums and other professional and high
     school sports teams, as well as by utilities, aerospace and industrial
     organizations; and (v) wired and wireless microphones used in the
     education, sports, broadcast, music and religious markets.

     Advanced Communication Technologies

     Advanced Communication Technologies targets six principal product markets
     including: (i) digital audio duplication products for the religious,
     education and enterprise markets; (ii) military/aviation communication
     products for the military and aviation markets; (iii) wireless networking
     products serving the original equipment manufacturer, wireless internet
     service provider and medical telemetry markets; (iv) land mobile
     communication products for the public safety, military and industrial
     markets; (v) audio and wireless education products for classroom and
     computer based education markets; and (vi) talking books products for the
     blind and reading disabled markets.

     The following tables provide information for Telex, and Intermediate where
     relevant, by business segment and geographic region for the three and nine
     months ended September 30, 2005 and 2004 (in thousands):


                                       15

<PAGE>

<TABLE>
<CAPTION>
                                             Three months ended              Nine months ended
                                       -----------------------------   -----------------------------
                                       September 30,   September 30,   September 30,   September 30,
                                            2005            2004            2005            2004
                                       -------------   -------------   -------------   -------------
<S>                                    <C>             <C>             <C>             <C>
Net sales
   Professional Audio                     $62,156         $62,815        $185,197        $180,806
   Advanced Communication Technologies     15,851          14,559          47,056          41,563
                                          -------         -------        --------        --------
                                          $78,007         $77,374        $232,253        $222,369
                                          =======         =======        ========        ========

Operating income (loss) (1)
   Professional Audio                     $ 5,378         $ 8,102        $ 18,597        $ 21,715
   Advanced Communication Technologies      3,418           2,871           8,227           7,083
   Corporate                               (1,213)            100          (1,439)           (419)
                                          -------         -------        --------        --------
                                          $ 7,583         $11,073        $ 25,385        $ 28,379
                                          =======         =======        ========        ========

Depreciation expense
   Professional Audio                     $ 1,421         $ 1,273        $  4,145        $  3,658
   Advanced Communication Technologies        102              85             295             265
   Corporate                                  264             188             767             595
                                          -------         -------        --------        --------
                                          $ 1,787         $ 1,546        $  5,207        $  4,518
                                          =======         =======        ========        ========

Capital expenditures
   Professional Audio                     $ 1,607         $ 1,233        $  4,779        $  3,533
   Advanced Communication Technologies        288             232             782             652
   Corporate                                  796             527           3,582           1,125
                                          -------         -------        --------        --------
                                          $ 2,691         $ 1,992        $  9,143        $  5,310
                                          =======         =======        ========        ========

Total assets (2)
   Professional Audio                                                    $124,000        $135,705
   Advanced Communication Technologies                                     37,738          36,516
   Corporate                                                               25,699          16,466
                                                                         --------        --------
                                                                         $187,437        $188,687
                                                                         ========        ========
</TABLE>

(1)  These results include operating expense for Intermediate of $5,000 for both
     the quarters ended September 30, 2005 and 2004, respectively, and $41,000
     and $29,000 for the nine months ended September 30, 2005 and 2004
     respectively.

(2)  Total assets include deferred financing costs for Intermediate of $662,000
     and $865,000 as of September 30, 2005 and 2004, respectively.

Corporate operating expenses include unallocated corporate engineering, selling,
general and administrative costs, amortization of other intangibles, and
restructuring charges. Corporate identifiable assets relate principally to the
Company's investment in information systems and corporate facilities, as well as
deferred financing costs.

The Company's net sales into each of its principal geographic regions were as
follows (in thousands):

<TABLE>
<CAPTION>
                                Three months ended              Nine months ended
                          -----------------------------   -----------------------------
                          September 30,   September 30,   September 30,   September 30,
                               2005            2004            2005            2004
                          -------------   -------------   -------------   -------------
<S>                       <C>             <C>             <C>             <C>
United States                $41,254         $40,018         $118,152        $112,261
Europe                        19,132          21,564           63,399          62,854
Asia                          12,909          10,128           34,851          30,334
Other foreign countries        4,712           5,664           15,851          16,920
                             -------         -------         --------        --------
                             $78,007         $77,374         $232,253        $222,369
                             =======         =======         ========        ========
</TABLE>

It is not practical for the Company to disclose revenue by product or service
grouping for financial reporting purposes as the Company's systems do not
reliably compile this information.

Long-lived assets of the Company's U.S. and International operations were as
follows (in thousands):

<TABLE>
<CAPTION>
                September 30,   December 31,
                     2005           2004
                -------------   ------------
<S>             <C>             <C>
United States      $44,617         $43,352
International       13,524          13,976
                   -------         -------
                   $58,141         $57,328
                   =======         =======
</TABLE>


                                       16

<PAGE>

11.  Guarantor Subsidiary

     In connection with the November 2003 debt restructuring, a wholly-owned
domestic subsidiary of Telex, Telex Communications International, Ltd.
(Guarantor), guarantees the $125.0 million 11 1/2% senior secured notes of Telex
on a full, unconditional and joint and several basis.

     The guarantee is a secured obligation of the Guarantor and ranks senior in
the right of payment to all existing and future subordinated indebtedness of the
Guarantor and ranks equally in the right of payment with all other existing and
future senior indebtedness of the Guarantor. The following condensed
consolidating financial information includes the accounts of the Guarantor and
the combined accounts of the Guarantor's direct and indirect foreign
subsidiaries (Non-Guarantors).

     The following tables present condensed consolidating balance sheets as of
September 30, 2005 and December 31, 2004, condensed consolidating statements of
operations for the three and nine months ended September 30, 2005 and 2004, and
condensed consolidating statements of cash flows for the nine months ended
September 30, 2005 and 2004. Intermediate's 13% senior subordinated discount
notes are unsecured and are not guaranteed by any other party.


                                       17

<PAGE>

                           TELEX COMMUNICATIONS, INC.
                      CONDENSED CONSOLIDATING BALANCE SHEET
                               SEPTEMBER 30, 2005
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                           ISSUER    GUARANTOR   NON - GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                          --------   ---------   ----------------   ------------   ------------
<S>                                       <C>        <C>         <C>                <C>            <C>
ASSETS
Current assets:
   Cash and cash equivalents              $  5,180    $    --        $ 8,855         $      --       $ 14,035
   Accounts receivable, net                 27,644         --         27,408                --         55,052
   Inventories                              24,040         --         34,774            (5,285)        53,529
   Prepaid expenses                          1,598         --          2,452                --          4,050
   Other current assets                        634     33,493          6,790           (38,287)         2,630
                                          --------    -------        -------         ---------       --------
      Total current assets                  59,096     33,493         80,279           (43,572)       129,296

Property, plant and equipment, net          23,620         --         10,058                --         33,678
Deferred financing costs, net                4,323         --             --                --          4,323
Goodwill, net                               14,500         --          4,820            (3,625)        15,695
Other assets                                 1,634         --          2,157                (8)         3,783
Investment in subsidiaries                  88,055     54,575             --          (142,630)            --
                                          --------    -------        -------         ---------       --------
                                          $191,228    $88,068        $97,314         $(189,835)      $186,775
                                          ========    =======        =======         =========       ========

LIABILITIES AND SHAREHOLDER'S DEFICIT
Current liabilities:
   Current maturities of long-term debt   $    212    $    --        $   246         $      --       $    458
   Accounts payable                         10,720         --          7,149                --         17,869
   Accrued wages and benefits                3,248         --          7,092                --         10,340
   Accrued interest                          6,589         --             --                --          6,589
   Other accrued liabilities                20,322         --         27,005           (38,378)         8,949
   Income taxes payable                        481         --           (444)               --             37
                                          --------    -------        -------         ---------       --------
      Total current liabilities             41,572         --         41,048           (38,378)        44,242

Long-term debt, net                        125,527         --            215                --        125,742
Other long-term liabilities                 13,923         13          1,476                --         15,412
                                          --------    -------        -------         ---------       --------
      Total liabilities                    181,022         13         42,739           (38,378)       185,396
                                          --------    -------        -------         ---------       --------
Shareholder's equity (deficit)              10,206     88,055         54,575          (151,457)         1,379
                                          --------    -------        -------         ---------       --------
                                          $191,228    $88,068        $97,314         $(189,835)      $186,775
                                          ========    =======        =======         =========       ========
</TABLE>


                                       18

<PAGE>

                           TELEX COMMUNICATIONS, INC.
                      CONDENSED CONSOLIDATING BALANCE SHEET
                                DECEMBER 31, 2004
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                              ISSUER    GUARANTOR   NON - GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                             --------   ---------   ----------------   ------------   ------------
<S>                                          <C>        <C>         <C>                <C>            <C>
ASSETS
Current assets:
   Cash and cash equivalents                 $  8,593    $   200         $ 6,166        $      --       $ 14,959
   Accounts receivable, net                    22,370         --          27,807               --         50,177
   Inventories                                 22,686         --          34,043           (4,156)        52,573
   Other current assets                         1,928     34,023          12,425          (43,393)         4,983
                                             --------    -------         -------        ---------       --------
      Total current assets                     55,577     34,223          80,441          (47,549)       122,692
Property, plant and equipment, net             21,328         --          10,697               --         32,025
Deferred financing costs, net                   5,350         --              --               --          5,350
Goodwill, net                                  14,500         --           1,345               --         15,845
Other assets                                    1,362         --           1,934               --          3,296
Investment in  subsidiaries                    86,642     52,432              --         (139,074)            --
                                             --------    -------         -------        ---------       --------
                                             $184,759    $86,655         $94,417        $(186,623)      $179,208
                                             ========    =======         =======        =========       ========
LIABILITIES AND SHAREHOLDER'S DEFICIT
Current liabilities:
   Revolving lines of credit                 $     --    $    --         $ 1,011        $      --       $  1,011
   Current maturities of long-term debt           212         --             267               --            479
   Accounts payable                             7,374         --           5,799               --         13,173
   Accrued wages and benefits                   5,276         --           6,367               --         11,643
   Other accrued liabilities                   29,094         --          25,387          (43,515)        10,966
   Income taxes payable                         4,454         --           1,094               --          5,548
                                             --------    -------         -------        ---------       --------
      Total current liabilities                46,410         --          39,925          (43,515)        42,820
Long-term debt, net                           125,626         --             453               --        126,079
Other long-term liabilities                    10,903         13           1,607               --         12,523
                                             --------    -------         -------        ---------       --------
      Total liabilities                       182,939         13          41,985          (43,515)       181,422
                                             --------    -------         -------        ---------       --------
Shareholder's equity (deficit)                  1,820     86,642          52,432         (143,108)        (2,214)
                                             --------    -------         -------        ---------       --------
                                             $184,759    $86,655         $94,417        $(186,623)      $179,208
                                             ========    =======         =======        =========       ========
</TABLE>


                                       19

<PAGE>

                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                          ISSUER   GUARANTOR   NON - GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                         -------   ---------   ----------------   ------------   ------------
<S>                                      <C>       <C>         <C>                <C>            <C>
Net sales                                $54,358     $   --         $41,472         $(17,823)      $78,007
Cost of sales                             32,256         --          28,951          (16,923)       44,284
                                          ------     ------         -------         --------       -------
         Gross profit                     22,102         --          12,521             (900)       33,723
                                          ------     ------         -------         --------       -------
Operating expenses:
   Engineering                             2,553         --           1,851               --         4,404
   Selling, general and administrative    12,215         --           8,387               --        20,602
   Restructuring charges                   1,129         --              --               --         1,129
                                          ------     ------         -------         --------       -------
                                          15,897         --          10,238               --        26,135
                                          ------     ------         -------         --------       -------
      Operating income (loss)              6,205         --           2,283             (900)        7,588
Interest expense                          (3,996)       141            (184)              --        (4,039)
Other income (expense), net                  227         --            (128)              --            99
Equity in earnings of subsidiaries         1,325      1,184              --           (2,509)           --
                                          ------     ------         -------         --------       -------
Income (loss) before income taxes          3,761      1,325           1,971           (3,409)        3,648
Provision for income taxes                   894         --             787               --         1,681
                                          ------     ------         -------         --------       -------
      Net income (loss)                  $ 2,867     $1,325         $ 1,184         $ (3,409)      $ 1,967
                                         =======     ======         =======         ========       =======
</TABLE>

                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  For the three months ended September 30, 2004
                                 (In thousands)

<TABLE>
<CAPTION>
                                          ISSUER   GUARANTOR   NON - GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                         -------   ---------   ----------------   ------------   ------------
<S>                                      <C>       <C>         <C>                <C>            <C>
Net sales                                $52,381     $   --        $45,548          $(20,555)      $77,374
Cost of sales                             30,639         --         31,009           (20,063)       41,585
                                         -------     ------        -------          --------       -------
         Gross profit                     21,742         --         14,539              (492)       35,789
                                         -------     ------        -------          --------       -------
Operating expenses:
   Engineering                             2,535         --          1,665                --         4,200
   Selling, general and administrative    12,395         --          8,116                --        20,511
                                         -------     ------        -------          --------       -------
                                          14,930         --          9,781                --        24,711
                                         -------     ------        -------          --------       -------
      Operating income (loss)              6,812         --          4,758              (492)       11,078
Interest expense                          (4,155)       237           (282)               --        (4,200)
Other income (expense), net                  432         36           (537)              353           284
Equity in earnings of subsidiaries         2,963      2,705             --            (5,668)           --
                                         -------     ------        -------          --------       -------
Income (loss) before income taxes          6,052      2,978          3,939            (5,807)        7,162
Provision for income taxes                 1,384         15          1,234                --         2,633
                                         -------     ------        -------          --------       -------
      Net income (loss)                  $ 4,668     $2,963        $ 2,705          $ (5,807)      $ 4,529
                                         =======     ======        =======          ========       =======
</TABLE>


                                       20

<PAGE>

                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                          ISSUER    GUARANTOR   NON - GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                         --------   ---------   ----------------   ------------   ------------
<S>                                      <C>        <C>         <C>                <C>            <C>
Net sales                                $158,535     $   --        $132,022         $(58,304)      $232,253
Cost of sales                              95,013         --          90,758          (56,889)       128,882
                                         --------     ------        --------         --------       --------
         Gross profit                      63,522         --          41,264           (1,415)       103,371
                                         --------     ------        --------         --------       --------
Operating expenses:
   Engineering                              7,464         --           5,394               --         12,858
   Selling, general and administrative     38,046         --          25,912               --         63,958
   Restructuring charges                    1,129         --              --               --          1,129
                                         --------     ------        --------         --------       --------
                                           46,639         --          31,306               --         77,945
                                         --------     ------        --------         --------       --------
      Operating income (loss)              16,883         --           9,958           (1,415)        25,426
Interest expense                          (12,122)       432            (595)              --        (12,285)
Other income (expense), net                 1,407         --            (312)              --          1,095
Equity in earnings of subsidiaries          6,376      5,944              --          (12,320)            --
                                         --------     ------        --------         --------       --------
Income (loss) before income taxes          12,544      6,376           9,051          (13,735)        14,236
Provision for income taxes                  2,430         --           3,107               --          5,537
                                         --------     ------        --------         --------       --------
      Net income (loss)                  $ 10,114     $6,376        $  5,944         $(13,735)      $  8,699
                                         ========     ======        ========         ========       ========
</TABLE>

                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                          ISSUER    GUARANTOR   NON - GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                         --------   ---------   ----------------   ------------   ------------
<S>                                      <C>        <C>         <C>                <C>            <C>
Net sales                                $149,860     $   --        $130,718         $(58,209)      $222,369
Cost of sales                              89,234         --          88,305          (56,251)       121,288
                                         --------     ------        --------         --------       --------
         Gross profit                      60,626         --          42,413           (1,958)       101,081
                                         --------     ------        --------         --------       --------
Operating expenses:
   Engineering                              6,702         --           4,689               --         11,391
   Selling, general and administrative     37,100         --          24,182               --         61,282
                                         --------     ------        --------         --------       --------
                                           43,802         --          28,871               --         72,673
                                         --------     ------        --------         --------       --------
      Operating income (loss)              16,824         --          13,542           (1,958)        28,408
Interest expense                          (12,325)       711            (819)              --        (12,433)
Other income (expense), net                   988         36            (953)             353            424
Equity in earnings of subsidiaries          8,582      7,850              --          (16,432)            --
                                         --------     ------        --------         --------       --------
Income (loss) before income taxes          14,069      8,597          11,770          (18,037)        16,399
Provision for income taxes                  2,491         15           3,920               --          6,426
                                         --------     ------        --------         --------       --------
      Net income (loss)                  $ 11,578     $8,582        $  7,850         $(18,037)      $  9,973
                                         ========     ======        ========         ========       ========
</TABLE>


                                       21

<PAGE>

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                      ISSUER   GUARANTOR   NON - GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                                     -------   ---------   ----------------   ------------   ------------
<S>                                                  <C>       <C>         <C>                <C>            <C>
Operating activities:
   Net income (loss)                                 $10,114    $ 6,376        $ 5,944          $(13,735)      $ 8,699
   Adjustments to reconcile net income
      (loss) to cash flows from operations:
      Depreciation and amortization                    3,570         --          1,691                --         5,261
      Amortization of deferred financing costs         1,087         --             --                --         1,087
      Restructuring charge                             1,129                                                     1,129
      Equity in earnings of subsidiaries              (6,376)    (5,944)            --            12,320            --
      Change in operating assets and liabilities      (8,924)      (632)        (1,103)            1,415        (9,244)
      Change in long-term liabilities                  3,020         --             90                --         3,110
      Other, net                                         411         --            122                --           533
                                                     -------    -------        -------          --------       -------
   Net cash provided by (used in) operating
      activities                                       4,031       (200)         6,744                --        10,575
                                                     -------    -------        -------          --------       -------

INVESTING ACTIVITIES:
   Additions to property, plant and equipment         (6,990)        --         (2,153)               --        (9,143)
   Other                                                 166         --             --                --           166
                                                     -------    -------        -------          --------       -------
   Net cash used in investing activities              (6,824)        --         (2,153)               --        (8,977)
                                                     -------    -------        -------          --------       -------

FINANCING ACTIVITIES:
   Borrowings under revolving lines of credit, net        --         --         (1,011)               --        (1,011)
   Repayment of long-term debt                          (159)        --           (184)               --          (343)
   Dividend to parent                                   (461)        --             --                --          (461)
                                                     -------    -------        -------          --------       -------
   Net cash used in financing activities                (620)        --         (1,195)               --        (1,815)
                                                     -------    -------        -------          --------       -------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
   CASH EQUIVALENTS                                       --         --           (707)               --          (707)
                                                     -------    -------        -------          --------       -------

CASH AND CASH EQUIVALENTS:
   Net (decrease) increase                            (3,413)      (200)         2,689                --          (924)
   Balance at beginning of period                      8,593        200          6,166                --        14,959
                                                     -------    -------        -------          --------       -------
   Balance at end of period                          $ 5,180    $    --        $ 8,855          $     --       $14,035
                                                     =======    =======        =======          ========       =======

SUPPLEMENTAL DISCLOSURES OF CASH PAID FOR:
      Interest                                       $ 7,188    $    --        $   595          $     --       $ 7,783
                                                     =======    =======        =======          ========       =======
      Income taxes                                   $ 2,882    $    --        $ 4,337          $     --       $ 7,219
                                                     =======    =======        =======          ========       =======
</TABLE>


                                       22

<PAGE>

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                ISSUER    GUARANTOR   NON - GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                                               --------   ---------   ----------------   ------------   ------------
<S>                                                            <C>        <C>         <C>                <C>            <C>
OPERATING ACTIVITIES:
   Net income (loss)                                            $11,578    $ 8,582        $ 7,850          $(18,037)      $ 9,973
   Adjustments to reconcile net income (loss) to
      cash flows from operations:
      Depreciation and amortization                               3,023         --          1,504                --         4,527
      Amortization of finance charges and
         pay-in-kind interest charge                              1,067         --             --                --         1,067
      (Gain) loss on disposition of assets                           --         --             84              (353)         (269)
      Equity in earnings of subsidiaries                         (8,582)    (7,850)            --            16,432            --
      Change in operating assets and liabilities                 (3,237)      (128)        (5,174)            1,952        (6,587)
      Change in long-term liabilities                             1,219         14            113                 6         1,352
      Other, net                                                    353         --            260                --           613
                                                                -------    -------        -------          --------       -------
   Net cash provided by operating activities                      5,421        618          4,637                --        10,676
                                                                -------    -------        -------          --------       -------

INVESTING ACTIVITIES:
   Additions to property, plant and equipment                    (3,755)        --         (1,555)               --        (5,310)
   Proceeds from disposition of assets                               --      2,338             --                --         2,338
   Other                                                            166         --             --                --           166
                                                                -------    -------        -------          --------       -------
   Net cash (used in) provided by investing activities           (3,589)     2,338         (1,555)               --        (2,806)
                                                                -------    -------        -------          --------       -------

FINANCING ACTIVITIES:
   Repayment of long-term debt                                     (159)        --           (169)               --          (328)
   Payment of deferred financing costs                             (317)        --             --                --          (317)
   Dividend to parent                                              (480)        --             --                --          (480)
   Change in intercompany receivable/payable                      2,756     (2,756)            --                --            --
                                                                -------    -------        -------          --------       -------
   Net cash provided by (used in) financing activities            1,800     (2,756)          (169)               --        (1,125)
                                                                -------    -------        -------          --------       -------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS         --         --            (43)               --           (43)
                                                                -------    -------        -------          --------       -------

CASH AND CASH EQUIVALENTS:
   Net increase                                                   3,632        200          2,870                --         6,702
   Balance at beginning of period                                 1,699         --          4,999                --         6,698
                                                                -------    -------        -------          --------       -------
   Balance at end of period                                     $ 5,331    $   200        $ 7,869          $     --       $13,400
                                                                =======    =======        =======          ========       =======
SUPPLEMENTAL DISCLOSURES OF CASH PAID FOR:
   Interest                                                     $ 5,830    $    --        $   818          $     --       $ 6,648
                                                                =======    =======        =======          ========       =======
   Income taxes                                                 $   271    $    --        $ 4,683          $     --       $ 4,954
                                                                =======    =======        =======          ========       =======
</TABLE>


                                       23

<PAGE>

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

This Management's Discussion and Analysis of Financial Condition and Results of
Operations, as well as other sections of this report, contains forward-looking
statements, including, without limitation, statements relating to our plans,
strategies, objectives and expectations, that are based on management's current
opinions, beliefs, or expectations as to future results or future events and are
made pursuant to the "safe harbor" provisions of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act. Any such forward-looking
statements involve known and unknown risks and uncertainties and our actual
results may differ materially from those forward-looking statements. While made
in good faith based on information currently available to management, we cannot
assure you that such opinions or expectations will be achieved or accomplished.
We do not undertake to update, revise or correct any of the forward-looking
information contained in this report. The following factors, in addition to
those discussed elsewhere in this report, are representative of those factors
that could affect our future results and could cause such results to differ
materially from those expressed in such forward-looking statements: (i) the
timely development and market acceptance of new products; (ii) the financial
resources of competitors and the impact of competitive products and pricing;
(iii) changes in general and industry specific economic conditions on a
national, regional or international basis; (iv) changes in laws and regulations,
including changes in accounting standards; (v) the timing and success of the
implementation of changes in our operations to effect cost savings; (vi)
opportunities that may be presented to and pursued by us; (vii) our financial
resources, including our ability to access external sources of capital; and
(viii) such other risks and uncertainties as are detailed from time to time in
our reports and filings with the Securities and Exchange Commission.

Management's Discussion and Analysis of Financial Condition and Results of
Operations is provided solely with respect to Telex and its subsidiaries since
substantially all of the Company's operations are conducted by Telex. However,
Intermediate has outstanding debt securities. Accordingly, information with
respect to interest expense of Intermediate is also provided herein. The
discussion of liquidity and capital resources pertains to Telex and its
consolidated subsidiaries. Telex and Intermediate were formed in connection with
the November 2003 restructuring of Old Telex's debt obligations and related
corporate restructuring.

OVERVIEW

DESCRIPTION OF BUSINESS

We are a worldwide industry leader in the design, manufacture, and marketing of
audio and communications products and systems to commercial, professional, and
industrial customers. Our product lines include sophisticated loudspeaker
systems, wired and wireless intercom systems, mixing consoles, digital audio
duplication products, amplifiers, wired and wireless microphones, military and
aviation products, land mobile communication systems, wireless assistive
listening systems and other related products.

We have two business segments: Professional Audio and Advanced Communication
Technologies. Professional Audio consists of five product lines within the
overall professional audio market, including: (i) permanently installed sound
systems; (ii) sound products used by


                                       24

<PAGE>

professional musicians and sold principally through retail channels; (iii) sound
products used in professional concerts, recording projects and radio and
television broadcasts; (iv) professional communication products, including
advanced digital matrix intercoms used by broadcasters (including all major
television networks) to control production communications, intercoms, headsets
and wireless communications systems used by professional, college and high
school football teams and stadiums and other professional and high school sports
teams as well as by utilities, aerospace and industrial organizations; and (v)
wired and wireless microphones used in the education, sports, broadcast, music
and religious markets.

Advanced Communication Technologies targets six principal product markets
including: (i) digital audio duplication products for the religious, education
and enterprise markets; (ii) military/aviation communication products for the
military and aviation markets; (iii) wireless networking products serving the
original equipment manufacturer, wireless internet service provider and medical
telemetry markets; (iv) land mobile communication products for the public
safety, military and industrial markets; (v) audio and wireless education
products for classroom and computer based education markets; and (vi) talking
book products for the blind and reading disabled markets.

We maintain assets and/or operations in a number of foreign jurisdictions, the
most significant of which are Germany, the United Kingdom, Japan, Singapore,
China, and Hong Kong. In addition, we conduct business in local currency in many
countries, the most significant of which are Germany, the United Kingdom, Japan,
Singapore, Hong Kong, Canada and France. Exposure to U.S. dollar/Euro and U.S.
dollar/British pound exchange rate volatility is mitigated to some extent by our
ability to source production needs with existing manufacturing capacity in
Germany and Great Britain. The exposure to the U.S. dollar/Japanese yen exchange
rate volatility is to some extent mitigated by sourcing products denominated in
yen from Japan or through contractual provisions in sales agreements with
certain customers. Nevertheless, we have a direct and continuing exposure to
both positive and negative foreign currency movements.

We report foreign exchange gains or losses on transactions as part of other
(income) expense. Gains and losses on translation of foreign currency
denominated balance sheets are classified as currency translation adjustments
and are included in "accumulated other comprehensive loss" as part of
shareholder's equity.

CRITICAL ACCOUNTING POLICIES

There has been no material change in our Critical Accounting Policies as
disclosed in our Annual Report on Form 10-K for the year ended December 31,
2004.


                                       25

<PAGE>

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, information regarding
certain items in Telex's condensed consolidated statements of operations
(dollars in thousands):

<TABLE>
<CAPTION>
                                                   Three months ended                       Nine months ended
                                         --------------------------------------   --------------------------------------
                                         September 30,   September 30,      %     September 30,   September 30,      %
                                             2005            2004        Change       2005            2004        Change
                                         -------------   -------------   ------   -------------   -------------   ------
<S>                                      <C>             <C>             <C>      <C>             <C>             <C>
Net sales:
   Professional Audio                       $62,156         $62,815       -1.0%      $185,197        $180,806       2.4%
   Advanced Communication Technologies       15,851          14,559        8.9%        47,056          41,563      13.2%
                                            -------         -------       ----       --------        --------      ----
   Total net sales                          $78,007         $77,374        0.8%      $232,253        $222,369       4.4%
                                            =======         =======       ====       ========        ========      ====
Total gross profit                          $33,723         $35,789                  $103,371        $101,081
   % of sales                                  43.2%           46.3%                     44.5%           45.5%
Operating income                            $ 7,588         $11,078                  $ 25,426        $ 28,408
                                            =======         =======                  ========        ========
Net income                                  $ 1,967         $ 4,529                  $  8,699        $  9,973
                                            =======         =======                  ========        ========
</TABLE>

THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THREE MONTHS
AND NINE MONTHS ENDED SEPTEMBER 30, 2004

Net sales. Net sales increased $0.6 million, or 0.8%, from $77.4 million for the
three months ended September 30, 2004 to $78.0 million for the three months
ended September 30, 2005. We experienced higher sales in our Americas and Asian
marketplaces with lower sales in our European markets. Net sales increased in
the Advanced Communication Technologies segment, but the increase was partially
offset by a decrease in the Professional Audio segment.

Our nine-month net sales increased $9.9 million, or 4.4%, from $222.4 million
for the nine months ended September 30, 2004 to $232.3 million for the nine
months ended September 30, 2005. Net sales increased in both the Professional
Audio segment and Advanced Communication Technologies segment led by solid
growth in speaker, landmobile, wireless networking, and systems electronics
products.

Net sales in the Professional Audio segment decreased $0.7 million, or 1.0%,
from $62.8 million for the three months ended September 30, 2004 to $62.1
million for the three months ended September 30, 2005. The Professional Audio
group saw a moderate increase in sales across most product groups in the third
quarter of 2005, led by speaker products, which was offset by a more significant
decrease in console products. Nine-month net sales increased $4.4 million, or
2.4%, from $180.8 million for the nine months ended September 30, 2004 to $185.2
million for the nine months ended September 30, 2005. Net sales increases for
the nine months of 2005 were achieved by a significant increase in speaker and
system electronics products sales, partially offset by a decrease in consoles
and intercom products compared to the same period last year.

Net sales in the Advanced Communication Technologies segment increased $1.3
million, or 8.9%, from $14.6 million for the three months ended September 30,
2004 to $15.9 million for the three months ended September 30, 2005. The
increase in net sales is attributed primarily to higher sales of our wireless
networking products. Nine-month net sales increased $5.5 million, or 13.2%, from
$41.6 million for the nine months ended September 30, 2004 to $47.1 million for
the nine months ended September 30, 2005. The increase for the nine months of
2005 compared to the nine months of 2004 is primarily from sales of our
landmobile and wireless networking products.


                                       26

<PAGE>

Gross profit. Gross profit decreased $2.1 million, or 5.8%, from $35.8 million
for the three months ended September 30, 2004 to $33.7 million for the three
months ended September 30, 2005. Gross profit increased $2.3 million, or 2.3%,
from $101.1 million for the nine months ended September 30, 2004 to $103.4
million for the nine months ended September 30, 2005. The gross margin rate
decreased to 43.2% for the three months ended September 30, 2005 compared to a
gross margin rate of 46.3% for the three months ended September 30, 2004 and the
gross margin rate decreased to 44.5% for the nine months ended September 30,
2005 compared to a gross margin rate of 45.5% for the nine months ended
September 30, 2004. The lower margins are a result of lower Professional Audio
segment margins partially offset by an increase in Advanced Communication
Technologies segment margins.

The gross margin rate for the Professional Audio segment decreased from 46.0%
for the three months ended September 30, 2004 to 42.4% for the three months
ended September 30, 2005. The gross margin rate also decreased from 45.8% for
the nine months ended September 30, 2004 to 44.5% for the nine months ended
September 30, 2005. The decrease in the gross margin rate for 2005 from the
corresponding periods in 2004 is attributed primarily to the lower sales of our
intercom products.

The gross margin rate for the Advanced Communication Technologies segment
decreased from 47.4% for the three months ended September 30, 2004 to 46.6% for
the three months ended September 30, 2005. The gross margin rate increased from
43.9% for the nine months ended September 30, 2004 to 44.7% for the nine months
ended September 30, 2005. The increase in the gross margin rate for 2005 from
the corresponding period in 2004 is attributed primarily to increased sales and
gross margin rate of landmobile products.

Engineering. Engineering expenses increased $0.2 million, or 4.9%, from $4.2
million for the three months ended September 30, 2004 to $4.4 million for the
three months ended September 30, 2005. Engineering expenses increased $1.5
million, or 12.9%, from $11.4 million for the nine months ended September 30,
2004 to $12.9 million for the nine months ended September 30, 2005. We continue
to invest in new product development across both of our business segments.

Selling, general and administrative. Selling, general and administrative
expenses increased $0.1 million, or 0.3%, from $20.5 million for the three
months ended September 30, 2004 to $20.6 million for the three months ended
September 30, 2005. Selling, general and administrative expenses increased $2.6
million, or 4.3%, from $61.3 million for the nine months ended September 30,
2004 to $63.9 million for the nine months ended September 30, 2005. The increase
is mainly from higher U.S. and European selling and marketing activities. We
expect our selling, general and administrative expenses to remain at the third
quarter 2005 levels in the fourth quarter.


                                       27

<PAGE>

Interest expense. Interest expense consists of (in thousands):

<TABLE>
<CAPTION>
                                                Three months ended        Nine months ended
                                                September 30, 2005       September 30, 2005
                                              ----------------------   ----------------------
                                              Telex    Intermediate     Telex    Intermediate
                                              ------   -------------   -------   ------------
<S>                                           <C>      <C>             <C>       <C>
Cash interest
   11.5 % Senior Secured Notes                $3,594       $3,594      $10,781      $10,781
   13.0% Senior Subordinated Discount Notes       --          223           --      $   650
   Other                                         103          103          477      $   477
                                              ------       ------      -------      -------
   Total cash interest                         3,697        3,920       11,258      $11,908
Non-cash interest:
   Amortization of deferred financing costs      342          392        1,027        1,177
   Amortization of debt issuance discount         --        2,880           --        8,332
                                              ------       ------      -------      -------
   Total non-cash interest                       342        3,272        1,027        9,509
                                              ------       ------      -------      -------
Total interest expense                        $4,039       $7,192      $12,285      $21,417
                                              ------       ------      -------      -------
</TABLE>

<TABLE>
<CAPTION>
                                                Three months ended        Nine months ended
                                                September 30, 2004       September 30, 2004
                                              ---------------------    ----------------------
                                               Telex   Intermediate     Telex    Intermediate
                                              ------   ------------    -------   ------------
<S>                                           <C>      <C>             <C>       <C>
Cash interest
   11.5 % Senior Secured Notes                $3,594      $3,594       $10,741     $10,741
   13.0% Senior Subordinated Discount Notes       --         198            --     $   579
   Other                                         264         264           697     $   697
                                              ------      ------       -------     -------
   Total cash interest                         3,858       4,056        11,438     $12,017

Non-cash interest:
   Amortization of deferred financing costs      342         387           995     $ 1,131
   Amortization of debt issuance discount         --       2,484            --     $ 7,190
                                              ------      ------       -------     -------
   Total non-cash interest                       342       2,871           995     $ 8,320
                                              ------      ------       -------     -------
Total interest expense                        $4,200      $6,927       $12,433     $20,337
                                              ------      ------       -------     -------
(Decrease) increase in interest expense       $ (161)     $  265       $  (148)    $ 1,079
                                              ======      ======       =======     =======
</TABLE>

Telex interest expense is relatively constant quarter to quarter because of
fixed interest rates. Intermediate interest expense increased due to higher
amortization of debt issuance discount.

Other income, net. Other income of $0.1 million for the three months ended
September 30, 2005 is principally from our interest of earnings generated by a
joint venture. Other income of $0.3 million for the three months ended September
30, 2004 is principally from the gain on the sale of our Australian subsidiary.
For the nine months ended September 30, 2005, other income of $1.1 million is
principally from interest income received from the Internal Revenue Service
("IRS") on an R&D tax credit and adjustment of previously recognized interest on
amounts owed to the IRS. For the nine months ended September 30, 2004, other
income of $0.4 million is principally from the gain on the sale of our
Australian subsidiary and the amortization of deferred revenue for a patent fee,
trademark license fee and non-compete agreement associated with the 2002 sale of
our hearing instrument product lines. Amortization of the deferred revenue items
was substantially completed in 2004.


                                       28

<PAGE>

Income taxes. Telex recorded an income tax provision of $5.5 million on pre-tax
income of $14.2 million for the nine months ended September 30, 2005. Telex
recorded an income tax provision of $6.4 million on pre-tax income of $16.4
million for the nine months ended September 30, 2004. The income tax rate was
38.9% and 39.2% for the nine months ended September 30, 2005 and 2004,
respectively. The nine months ended September 30, 2005 included $0.3 million of
additional expense for prior year final tax return adjustments. The effective
rate, excluding the prior year expense, is 36.9%. The nine months ended
September 30, 2004 included $0.4 million of additional expense for our German
subsidiary related to an audit of the 2002 tax year. The effective rate,
excluding the prior year expense, was 37.0%.

Intermediate's income tax provision is the same as Telex's because the
incremental interest expense at Intermediate is non-deductible.

Intermediate and Telex file a consolidated U.S. tax return with Old Telex. The
tax provisions recorded by Telex are calculated on a separate company basis
under a tax sharing agreement with Old Telex.

LIQUIDITY AND CAPITAL RESOURCES

The following discussion about liquidity and capital resources pertains to Telex
and its consolidated subsidiaries.

At September 30, 2005, we had cash and cash equivalents of $14.0 million
compared to $15.0 million at December 31, 2004.

Our principal source of funds for the nine months ended September 30, 2005
consisted of our beginning cash balance and $10.6 million of cash provided by
operating activities. Our principal uses of funds were for capital expenditures
of $9.1 million and financing activities of $1.8 million. Our principal source
of funds for the nine months ended September 30, 2004 consisted of $10.7 million
of cash provided by operating activities. Our principal use of funds for the
nine months ended September 30, 2004 was for capital expenditures of $5.3
million.

Our investing activities consist mainly of capital expenditures to maintain
facilities, acquire machines and tooling, update certain manufacturing
processes, update information systems and improve efficiency. Capital
expenditures in 2005 are primarily for the expansion of our U.S. based
information system to several of our subsidiaries.

Our accounts receivable balance of $55.1 million as of September 30, 2005
increased $4.9 million from $50.2 million as of December 31, 2004. Excluding the
impact of foreign currency rate movements, our accounts receivable increased
$7.4 million from December 31, 2004. The increase is mainly the result of the
stronger sales in August and September of 2005 compared to November and December
sales in 2004. We are not aware of any significant credit risks at September 30,
2005 that could negatively impact future cash receipts from customers.

Our inventories of $53.5 million as of September 30, 2005 increased $0.9 million
from $52.6 million at December 31, 2004. Excluding the impact of foreign
currency rate movements, our inventory increased $4.1 million from December 31,
2004. We increased our finished goods inventories by $2.6 million to meet
current demand for new product introductions.


                                       29

<PAGE>

Telex's consolidated indebtedness decreased $1.4 million from $127.6 million at
December 31, 2004 to $126.2 million at September 30, 2005. Telex's debt consists
of $125.0 million of 11 1/2% Senior Secured Notes due October 2008 and $1.2
million of other debt in the U.S. and Germany.

We rely mainly on internally generated funds and, to the extent necessary,
borrowings under the U.S. revolving credit facility and foreign working capital
lines to meet our liquidity needs. Our liquidity needs arise primarily from
interest payments, working capital needs and capital expenditure requirements.

Our current credit facilities include a U.S. $15.0 million senior secured credit
facility entered into November 19, 2003 (expiring July 12, 2008), subject to
certain borrowing base limitations. The credit facility is secured by
substantially all of our and our domestic subsidiaries' current and future
assets. In addition, we have foreign working capital lines (with on demand
repayment provisions), subject to certain limitations, of $11.5 million. In
certain instances the foreign working capital lines are secured by a lien on
foreign real property, leaseholds, accounts receivable and inventory or are
guaranteed by another subsidiary.

At September 30, 2005 we had no borrowings outstanding under our U.S. credit
facility or foreign working capital lines. The net availability under our
lines, after deduction for open letters of credit and borrowing base
limitations, was $26.1 million.

As of September 30, 2005 we had made our minimum required 2005 calendar year
employer contribution of $12,000 to our U.S. pension plan. The remaining
contribution of $0.9 million for the 2005 plan year will be paid in September
2006.


                                       30

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including changes in foreign currency
exchange rates and interest rates. Market risk is the potential loss arising
from adverse changes in market rates and prices, such as foreign exchange and
interest rates. We have entered into various financial instruments to manage
this risk. The counterparties to these transactions are major financial
institutions. We do not enter into derivatives or other financial instruments
for trading or speculative purposes.

EXCHANGE RATE SENSITIVITY ANALYSIS

We enter into forward exchange contracts principally to hedge the currency
fluctuations in transactions denominated in foreign currencies, thereby limiting
our exposure to changes in exchange rates. During the nine months ended
September 30, 2005, the principal transactions hedged were certain intercompany
balances attributed primarily to intercompany sales. Gains and losses on forward
exchange contracts and the offsetting losses and gains on the hedged
transactions are reflected in our statement of operations.

At September 30, 2005, we had outstanding foreign forward exchange contracts
with a notional amount of $41.0 million with a weighted average maturity of 53.6
days.

At September 30, 2005, the difference between the fair value of all outstanding
contracts, as estimated by the amount required to enter into offsetting
contracts with similar remaining maturities based on quoted prices, and the
contract amounts was immaterial. A 10% fluctuation in exchange rates for these
currencies would change the fair value by approximately $4.1 million. However,
since these contracts hedge foreign currency denominated transactions, any
change in the fair value of the contracts would be offset by changes in the
underlying value of the transaction being hedged.

INTEREST RATE AND DEBT SENSITIVITY ANALYSIS

For fixed rate debt, interest rate changes affect the fair market value but do
not impact our earnings or cash flows. Conversely, for floating rate debt,
interest rate changes generally do not affect the fair market value but do
impact our earnings and cash flows, assuming other factors are held constant.

At September 30, 2005, Telex had fixed rate debt of $125.5 million and an
interest-free loan of $0.7 million. Holding all other variables constant, such
as foreign exchange rates and debt levels, a one-percentage point decrease in
interest rates would increase the unrealized fair market value of this debt by
approximately $3.2 million. Intermediate had incremental fixed rate debt of
$79.3 million and a one-percentage point decrease in interest rates would
increase the unrealized fair market value of this debt by approximately $2.4
million.


                                       31

<PAGE>

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of
our management, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO), of the effectiveness of the design and operation of Telex's
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c)
and 15d-14(c)) as of September 30, 2005. Based on that evaluation, our
management, including the CEO and CFO, concluded (i) that our disclosure
controls and procedures were effective as of the end of the period to ensure
that the information that we are required to disclose in the reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Commission's rules and forms, and (ii)
that the information that is required to be reported is accumulated and
communicated to management, including our principal executive and financial
officers, as appropriate, to allow timely decisions regarding required
disclosure.

INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting which
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting. The Company is in the process of implementing
its U.S. based, worldwide information technology application globally. Our
England subsidiary went live on the system in the first quarter of 2005. Our
Hong Kong and Japan subsidiaries went live on the system in the third quarter of
2005. Management does not currently believe that these implementations will
adversely affect the Company's internal control over financial reporting.


                                       32

<PAGE>

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS

<TABLE>
<CAPTION>
Exhibits
--------
<S>        <C>
  31.1     Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
           under the Securities Exchange Act of 1934, as amended.

  31.2     Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
           under the Securities Exchange Act of 1934, as amended.

  32.1     Certification of Chief Executive Officer and Chief Financial Officer
           pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>


                                       33

<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANTS HAVE DULY CAUSED THIS REPORT TO BE SIGNED ON THEIR BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.

TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC
TELEX COMMUNICATIONS, INC.


Dated: November 1, 2005                 By: /s/ Raymond V. Malpocher
                                            ------------------------------------
                                            Raymond V. Malpocher
                                            President and Chief Executive
                                            Officer


Dated: November 1, 2005                 By: /s/ Gregory W. Richter
                                            ------------------------------------
                                            Vice President and Chief Financial
                                            Officer


                                       34

<PAGE>

                 TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC
                           TELEX COMMUNICATIONS, INC.
                                    FORM 10-Q
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                             DESCRIPTION OF DOCUMENT
-------                             -----------------------
<S>       <C>
  31.1    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
          under the Securities Exchange Act of 1934, as amended.

  31.2    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
          under the Securities Exchange Act of 1934, as amended.

  32.1    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>


                                       35