<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 MARCH 31, 2006

<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]

As of April 26, 2006, 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.

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

<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 March 31, 2006 and December 31, 2005                   3
Condensed Consolidated Statements of Operations for the three month period
  ended March 31, 2006 and 2005                                                                    4
Condensed Consolidated Statements of Cash Flows for the three month period ended
  March 31, 2006 and 2005                                                                          5
TELEX COMMUNICATIONS, INC.
Condensed Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005                   6
Condensed Consolidated Statements of Operations for the three month period
 ended March 31, 2006 and 2005                                                                     7
Condensed Consolidated Statements of Cash Flows for the three month period ended
  March 31, 2006 and 2005                                                                          8

Notes to Condensed Consolidated Financial Statements                                               9-23
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>
                                                                                                  Page(s)
<S>                                                                                                <C>
Item 6. Exhibits                                                                                   33
Signatures                                                                                         34
Exhibit Index                                                                                      35
</TABLE>

                                       2
<PAGE>

PART  I. FINANCIAL INFORMATION

ITEM  1. FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                 MARCH 31,    DECEMBER 31,
                                                   2006          2005
                                                -----------   ------------
                                                (UNAUDITED)   (SEE NOTE)
<S>                                             <C>           <C>
                 ASSETS
Current assets:
         Cash and cash equivalents               $  12,516     $  13,189
         Accounts receivable, net                   52,100        51,018
         Inventories                                55,910        51,742
         Deferred income taxes                       2,466         1,899
         Prepaid expenses                            4,180         3,233
         Other current assets                        2,800         1,502
                                                 ---------     ---------
                Total current assets               129,972       122,583

Property, plant and equipment, net                  35,048        35,400
Deferred financing costs, net                        4,201         4,593
Goodwill, net                                       16,029        15,998
Other assets                                         3,705         3,422
                                                 ---------     ---------
                                                 $ 188,955     $ 181,996
                                                 =========     =========

      LIABILITIES AND MEMBER'S DEFICIT
Current liabilities:
         Current maturities of long-term debt    $     468     $     458
         Accounts payable                           18,415        15,229
         Accrued wages and benefits                 13,902        12,848
         Accrued interest                            6,944         3,113
         Other accrued liabilities                   8,615         8,015
         Income taxes payable                          775         1,803
                                                 ---------     ---------
                Total current liabilities           49,119        41,466

Long-term debt, net                                210,957       207,949
Payable to Telex Communications Holdings, Inc.       6,011         6,183
Other long-term liabilities                          7,648         7,672
                                                 ---------     ---------
                Total liabilities                  273,735       263,270
                                                 ---------     ---------

Member's deficit:
         Member interest                            83,946        83,946
         Accumulated other comprehensive loss       (7,185)       (7,750)
         Accumulated deficit                      (161,541)     (157,470)
                                                 ---------     ---------
                Total member's deficit             (84,780)      (81,274)
                                                 ---------     ---------
                                                 $ 188,955     $ 181,996
                                                 =========     =========

</TABLE>

            See notes to condensed consolidated financial statements.
Note: The balance sheet at December 31, 2005 has been derived from the Company's
audited financial statements at that date.

                                       3
<PAGE>

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

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED
                                              ---------------------
                                              MARCH 31,   MARCH 31,
                                                2006       2005
                                              --------    --------
<S>                                           <C>         <C>
Net sales                                     $ 71,045    $ 73,888
Cost of sales                                   40,480      41,275
                                              --------    --------
                        Gross profit            30,565      32,613
                                              --------    --------
Operating expenses:
       Engineering                               4,754       4,292
       Selling, general and administrative      22,906      21,220
       Restructuring charges                       537          --
                                              --------    --------
                                                28,197      25,512
                                              --------    --------
                        Operating income         2,368       7,101
Interest expense                                (7,475)     (7,050)
Other income, net                                  196         771
                                              --------    --------
(Loss) income before income taxes               (4,911)        822
(Benefit from) provision for income taxes         (853)      1,090
                                              --------    --------
                        Net loss              $ (4,058)   $   (268)
                                              ========    ========

</TABLE>

            See notes to condensed consolidated financial statements.

                                       4
<PAGE>

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

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                      THREE MONTHS ENDED
                                                                                    -----------------------
                                                                                    MARCH 31,     MARCH 31,
                                                                                      2006          2005
                                                                                    ---------     ---------
<S>                                                                                 <C>           <C>
OPERATING ACTIVITIES:
      Net loss                                                                      $ (4,058)     $   (268)
      Adjustments to reconcile net loss to cash flows from operations:
        Depreciation and amortization                                                  2,196         1,684
        Amortization of deferred financing costs and pay-in-kind interest charge       3,509         3,088
        Restructuring charges                                                            537             -
        Deferred income taxes                                                           (910)          384
        Change in operating assets and liabilities                                      (527)           (6)
        Change in long-term liabilities                                                  (11)          519
        Other, net                                                                       194           256
                                                                                    --------      --------
      Net cash provided by  operating activities                                         930         5,657
                                                                                    --------      --------

INVESTING ACTIVITIES:
      Additions to property, plant and equipment                                      (1,592)       (3,241)
      Other                                                                               50            55
                                                                                    --------      --------
      Net cash used in investing activities                                           (1,542)       (3,186)
                                                                                    --------      --------

FINANCING ACTIVITIES:
      Borrowings (repayments) under revolving lines of credit, net                         -        (1,011)
      Repayment of long-term debt                                                       (115)         (116)
      Dividend to parent                                                                 (13)            -
                                                                                    --------      --------
      Net cash used in financing activities                                             (128)       (1,127)
                                                                                    --------      --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                              67          (284)
                                                                                    --------      --------

CASH AND CASH EQUIVALENTS:
      Net (decrease) increase                                                           (673)        1,060
      Balance at beginning of period                                                  13,189        14,959
                                                                                    --------      --------
      Balance at end of period                                                      $ 12,516      $ 16,019
                                                                                    ========      ========

SUPPLEMENTAL DISCLOSURES OF CASH PAID FOR:
         Interest                                                                   $    134      $    202
                                                                                    ========      ========
         Income taxes                                                               $    967      $  1,743
                                                                                    ========      ========

</TABLE>

           See notes to condensed consolidated financial statements.

                                       5
<PAGE>

                           TELEX COMMUNICATIONS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                   MARCH 31,     DECEMBER 31,
                                                     2006           2005
                                                   ---------     -----------
                                                  (UNAUDITED)     (SEE NOTE)
<S>                                               <C>            <C>
                ASSETS
Current assets:
     Cash and cash equivalents                     $  12,516      $  13,189
     Accounts receivable, net                         52,100         51,018
     Inventories                                      55,910         51,742
     Deferred income taxes                             6,605          6,038
     Prepaid expenses                                  4,180          3,233
     Other current assets                              2,800          1,502
                                                   ---------      ---------
           Total current assets                      134,111        126,722

Property, plant and equipment, net                    35,048         35,400
Deferred financing costs, net                          3,639          3,981
Goodwill                                              16,029         15,998
Other assets                                           3,749          3,465
                                                   ---------      ---------
                                                   $ 192,576      $ 185,566
                                                   =========      =========

   LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
     Current maturities of long-term debt          $     468      $     458
     Accounts payable                                 18,415         15,229
     Accrued wages and benefits                       13,902         12,848
     Accrued interest                                  6,589          2,995
     Other accrued liabilities                         8,610          8,019
     Income taxes payable                                775          1,803
                                                   ---------      ---------
           Total current liabilities                  48,759         41,352

Long-term debt, net                                  125,548        125,641
Payable to Telex Communications Holdings, Inc.         6,011          6,183
Other long-term liabilities                            7,648          7,672
                                                   ---------      ---------
           Total liabilities                         187,966        180,848
                                                   ---------      ---------

Shareholder's equity:
     Common stock and capital in excess of par       143,029        143,029
     Accumulated other comprehensive loss             (6,669)        (7,234)
     Accumulated deficit                            (131,750)      (131,077)
                                                   ---------      ---------
           Total shareholder's equity                  4,610          4,718
                                                   ---------      ---------
                                                   $ 192,576      $ 185,566
                                                   =========      =========

</TABLE>

           See notes to condensed consolidated financial statements.
Note: The balance sheet at December 31, 2005 has been derived from the Company's
audited financial statements at that date.

                                        6
<PAGE>

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

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                               THREE MONTHS ENDED
                                             -----------------------
                                             MARCH 31,     MARCH 31,
                                                2006         2005
                                             ---------     ---------
<S>                                          <C>           <C>
Net sales                                     $ 71,045      $ 73,888
Cost of sales                                   40,480        41,275
                                              --------      --------
      Gross profit                              30,565        32,613
                                              --------      --------
Operating expenses:
   Engineering                                   4,754         4,292
   Selling, general and administrative          22,896        21,197
   Restructuring charges                           537             -
                                              --------      --------
                                                28,187        25,489
                                              --------      --------
      Operating income                           2,378         7,124
Interest expense                                (4,087)       (4,115)
Other income, net                                  196           771
                                              --------      --------
(Loss) income before income taxes               (1,513)        3,780
(Benefit from) provision for income taxes         (853)        1,090
                                              --------      --------
      Net (loss) income                       $   (660)     $  2,690
                                              ========      ========
</TABLE>

           See notes to condensed consolidated financial statements.

                                       7
<PAGE>

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

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         THREE MONTHS ENDED
                                                                                      -----------------------
                                                                                      MARCH 31,     MARCH 31,
                                                                                         2006         2005
                                                                                      ---------     ---------
<S>                                                                                   <C>           <C>
OPERATING ACTIVITIES:
         Net (loss) income                                                             $   (660)     $  2,690
         Adjustments to reconcile net (loss) income to cash flows from operations:
            Depreciation and amortization                                                 2,196         1,684
            Amortization of deferred financing costs and debt discount                      358           364
            Restructuring charges                                                           537             -
            Deferred income taxes                                                          (910)          384
            Change in operating assets and liabilities                                     (774)         (218)
            Change in long-term liabilities                                                 (11)          519
            Other, net                                                                      194           256
                                                                                       --------      --------
         Net cash provided by  operating activities                                         930         5,679
                                                                                       --------      --------

INVESTING ACTIVITIES:
         Additions to property, plant and equipment                                      (1,592)       (3,241)
         Other                                                                               50            55
                                                                                       --------      --------
         Net cash used in investing activities                                           (1,542)       (3,186)
                                                                                       --------      --------

FINANCING ACTIVITIES:
         Borrowings (repayments) under revolving lines of credit, net                         -        (1,011)
         Repayment of long-term debt                                                       (115)         (116)
         Dividend to parent                                                                 (13)          (22)
                                                                                       --------      --------
         Net cash used in financing activities                                             (128)       (1,149)
                                                                                       --------      --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                 67          (284)
                                                                                       --------      --------

CASH AND CASH EQUIVALENTS:
         Net (decrease) increase                                                           (673)        1,060
         Balance at beginning of period                                                  13,189        14,959
                                                                                       --------      --------
         Balance at end of period                                                      $ 12,516      $ 16,019
                                                                                       ========      ========

SUPPLEMENTAL DISCLOSURES OF CASH PAID FOR:
            Interest                                                                   $    134      $    202
                                                                                       ========      ========
            Income taxes                                                               $    967      $  1,743
                                                                                       ========      ========
</TABLE>


                                       8
<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 deferred financing costs related to Intermediate's debt.
            Telex is where operating activities take place.

      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 a November 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 generally accepted accounting
      principles in the United States (U.S.) 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 generally accepted accounting principles in the U.S. 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 generally accepted accounting principles in the U.S.
      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 year
      ended December 31, 2005 for Intermediate and Telex.

      Certain 2005 amounts have been reclassified to conform to the 2006
      presentation.

                                       9
<PAGE>

      NEW ACCOUNTING PRONOUNCEMENTS

      In July 2005, the Financial Accounting Standards Board's Emerging Issues
      Task Force ("EITF") issued EITF No. 05-5, "Accounting for Altersteilzeit
      Early Retirement Programs and Similar Type Arrangements" (EITF 05-5). The
      EITF is effective for fiscal years beginning after December 15, 2005. The
      EITF offers two transition alternatives, either cumulative effect or
      retrospective application. EITF 05-5 addresses accounting for the bonus
      feature in German Altersteilzeit (ATZ) early retirement programs and
      requires recognition of the program expenses beginning at the time the ATZ
      contracts are signed. Prior to EITF 05-5 the Company was expensing the
      bonus feature at the beginning of the active service period of the
      program. The Company recognized an expense under the cumulative effect
      option totaling approximately $150,000 in the 2006 first quarter. The
      expense was recorded in the income statement expense categories associated
      with the affected employees' functional areas.

2.    Inventories

      Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                                   March 31,  December 31,
                                                                     2006        2005
                                                                   ---------  ------------
<S>                                                                 <C>         <C>
Raw materials                                                       $24,748      $22,832
Work in process                                                       5,003        3,558
Finished products                                                    26,159       25,352
                                                                    -------      -------
                                                                    $55,910      $51,742
                                                                    =======      =======
</TABLE>

3.    Restructuring Charges

      As discussed in Note 3 to the Company's Annual Report on Form 10-K for the
      year ended December 31, 2005, Telex had recorded pretax restructuring
      charges of $1.8 million in 2005. During the first quarter of 2006,
      additional pretax restructuring charges of $0.5 million were recorded. The
      restructuring will result in a reduction of approximately 165 employees
      from the Company's Blue Earth, Minnesota manufacturing facility, with all
      employees expected to be terminated as of December 31, 2006. The pretax
      restructuring charges are anticipated to total $2.8 million and will
      include expected cash expenditures of $2.0 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. Cumulative charges
      and cash payments total $2.3 million and $0.4 million, respectively, as of
      March 31, 2006.

      The Company has received and accepted a purchase offer on the Blue Earth
      facility that is contingent on the Company completing certain activities.
      The closing is currently scheduled for June 2006.

                                       10
<PAGE>

      The following table summarizes the status of Telex's business
      restructuring reserve and other related expenses during the three months
      ended March 31, 2006 (in thousands):

<TABLE>
<CAPTION>
                                   Employee       Asset     Other       Total
                                  Separation   Impairment   Exit    Restructuring
                                     Costs        Costs     Costs      Reserve
                                  ----------   ----------   -----   -------------
<S>                               <C>          <C>          <C>     <C>
Charges                             $   884       $ 836     $  43      $ 1,763
Asset Impairments                         -        (836)        -         (836)
Cash Payments                           (12)          -       (43)         (55)
                                    -------       -----     -----      -------
Balance as of December 31, 2005         872           -         -          872

Charges                                 382           -       155          537
Cash Payments                          (225)          -      (155)        (380)
                                    -------       -----     -----      -------
Balance as of March 31, 2006        $ 1,029       $   -     $   -      $ 1,029
                                    =======       =====     =====      =======
</TABLE>

4.    Goodwill

      Telex performs annual impairment reviews at the beginning of the fourth
      quarter or at any time there is an indicator of impairment. There was no
      indicator of impairment for the quarter ended March 31, 2006. Telex has
      certain amounts of goodwill denominated in foreign currencies that
      fluctuate with the movement of exchange rates.

      As disclosed in the table below, Telex incurred additional acquisition
      costs in the quarter ended March 31, 2006 related to its December 2005
      acquisition of Shinwa Teknik (H.K.) Co., Ltd.

      The following table presents the changes in carrying value of goodwill by
      business segment as of March 31, 2006 (in thousands):

<TABLE>
<CAPTION>
                                                            Advanced Communication
                                    Professional Audio           Technologies           Total
                                    ------------------      ----------------------    ----------
<S>                                 <C>                     <C>                       <C>
Balance as of December 31, 2005        $     9,587               $     6,411          $   15,998
Purchase price adjustment                       --                         5                   5
Foreign currency translation                    26                        --                  26
                                    --------------          ----------------          ----------
Balance as of March 31, 2006           $     9,613               $     6,416          $   16,029
                                    ==============          ================          ==========

</TABLE>

5.    Debt

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

<TABLE>
<CAPTION>
                                       March 31,     December 31,
                                         2006           2005
                                       ---------     ------------
<S>                                    <C>           <C>
TELEX
Senior Secured Notes                   $ 125,000      $ 125,000
Morrilton loan                               669            706
Other debt                                   347            393
                                       ---------      ---------

                                         126,016        126,099
Less - current portion                      (468)          (458)
                                       ---------      ---------
         Total Telex long-term debt      125,548        125,641

INTERMEDIATE
Senior Subordinated Discount Notes        85,409         82,308
                                       ---------      ---------
         Total long-term debt          $ 210,957      $ 207,949
                                       =========      =========
</TABLE>

                                       11
<PAGE>

6.    Income Taxes

      Intermediate and Telex file a consolidated U.S. federal income tax return
      with Old Telex. The tax provision recorded by Telex is calculated on a
      separate company basis as required under a tax sharing agreement with Old
      Telex. Telex recorded a total income tax benefit of $0.9 million for the
      three months ended March 31, 2006. The total benefit includes recognition
      of $0.3 million of deferred tax assets in foreign locations that were
      accounted for as discrete items in the quarter. Excluding the adjustment
      for foreign deferred tax assets, Telex's effective tax rate was 39.4%.
      Income tax expense was $1.1 million for the three months ended March 31,
      2005 and the effective tax rate was 28.8%. Excluding a U.S research and
      development credit recognized as a discrete item in the 2005 period, the
      effective tax rate was 36.5%. Telex has a valuation allowance of $0.9
      million at March 31, 2006 for certain deferred tax assets because of the
      uncertainty regarding their realization.

      The total income tax provision at the consolidated Intermediate level is
      the same as Telex's because the incremental losses being generated by
      Intermediate do not provide a current benefit and the deferred benefit is
      entirely offset by a valuation allowance. Intermediate, including Telex
      and its consolidated subsidiaries, has significant U.S. deferred tax
      assets resulting from deductible temporary differences, which consist
      mainly of interest expense on its Senior Subordinated Discount Notes.
      Unlike Telex on a separate company basis, Intermediate has a history of
      losses in the U.S., which weighs heavily in determining the need for a
      valuation allowance. Given Intermediate's history of losses and expected
      continuation of the losses, a valuation allowance has been established for
      all of Intermediate's U.S. net deferred tax assets as of March 31, 2006.
      Intermediate will reduce the valuation allowance when, and if,
      Intermediate determines that the deferred tax assets are more likely than
      not to be realized.

      Telex had recorded a payable to Old Telex of $6.0 million at March 31,
      2006 and $6.2 million at December 31, 2005, resulting primarily from Telex
      utilizing net operating losses that had been retained by Old Telex.

      With the exception of Japan, accumulated and current unremitted earnings
      of the Company's foreign subsidiaries are deemed to be reinvested in each
      country and are not expected to be remitted. As such, no U.S. taxes have
      been provided for such foreign earnings.

7.    Pension and Postretirement Benefits

      Telex has one noncontributory defined benefit cash balance pension plan
      which was frozen in June 2003. Plan participants, as of June 2003,
      continue to receive interest credits but no longer receive a benefit
      credit based on the participant's age, vesting service, and total
      remuneration.

                                       12
<PAGE>

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

<TABLE>
<CAPTION>
                                                 Three months ended March 31,
                                                 ----------------------------
                                                  2006                 2005
                                                 ------               ------
<S>                                              <C>                  <C>
Components of net periodic benefit cost:
Interest cost                                    $  302               $  301
Expected return on plan assets                     (325)                (368)
Amortization of unrecognized loss                   162                  106
                                                 ------               ------
   Net periodic benefit cost                     $  139               $   39
                                                 ======               ======
</TABLE>

      Telex made employer contributions of $230,000 in April 2006 with
      additional funding of $1.4 million scheduled throughout the remainder of
      2006.

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 March
      31, 2006, 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. Telex is currently in year six of
      the lease. 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 March 31, 2006. The investment in the
      LLC is included in the condensed consolidated balance sheets as a
      component of other assets.

      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. Telex used the
      guidelines in FIN 46 (primarily the guidelines in paragraph 5a, b and c)
      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.

                                       13
<PAGE>

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>
                                                        Intermediate
                                                ----------------------------
                                                Three months ended March 31,
                                                ----------------------------
                                                  2006              2005
                                                ---------        -----------
<S>                                             <C>              <C>
Net loss                                        $  (4,058)       $     (268)
Other comprehensive income:
   Foreign currency translation adjustment            565            (1,430)
                                                ---------       ------------
Comprehensive loss                              $  (3,493)       $   (1,698)
                                                =========        ===========
</TABLE>

<TABLE>
<CAPTION>
                                                          Telex
                                                ----------------------------
                                                Three months ended March 31,
                                                ----------------------------
                                                  2006               2005
                                                ---------        -----------
<S>                                             <C>              <C>
Net (loss) income                               $    (660)       $    2,690
Other comprehensive income:
   Foreign currency translation adjustment            565            (1,430)
                                                ---------        ----------
Comprehensive (loss) income                     $     (95)       $    1,260
                                                =========        ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                                 March 31,        December 31,
                                                   2006               2005
                                              --------------     --------------
<S>                                           <C>                <C>
INTERMEDIATE
Foreign currency translation                  $        1,359     $          794
Minimum pension liability                             (8,544)            (8,544)
                                              --------------     --------------
                                              $       (7,185)    $       (7,750)
                                              ==============     ==============
</TABLE>

<TABLE>
<CAPTION>
                                                 March 31,        December 31,
                                                   2006               2005
                                              --------------     --------------
<S>                                           <C>                <C>
TELEX
Foreign currency translation                  $        1,772     $        1,207
Minimum pension liability                             (8,441)            (8,441)
                                              --------------     --------------
                                              $       (6,669)    $       (7,234)
                                              ==============     ==============
</TABLE>

10.   Segment Information

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

      Professional Audio
      Professional Audio consists of five lines of business 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
      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.

                                       14
<PAGE>

      Advanced Communication Technologies
      Advanced Communication Technologies targets five principal product markets
      including: (i) digital audio duplication products for the religious,
      education and enterprise markets, including talking book products for the
      blind and reading disabled; (ii) military/aviation communication products
      for the military and aviation markets; (iii) antenna products for original
      equipment manufacturers (OEMs) of wireless communication devices; (iv)
      land mobile and dispatch communication products for the public safety,
      military and industrial markets; and (v) audio and wireless education
      products for classroom and computer based education markets.

                                       15
<PAGE>

      The following tables provide information for Telex, and Intermediate where
      relevant, by business segment and geographic region for the three months
      ended March 31, 2006 and 2005 (in thousands):

<TABLE>
<CAPTION>
                                                       Advanced
                                       Professional  Communication
                                          Audio       Technologies    Corporate     Consolidated
                                       ------------  -------------   ----------     ------------
<S>                           <C>      <C>           <C>             <C>            <C>
Net sales

                              2006      $  57,705      $ 13,340       $      -        $  71,045
                              2005         57,547        16,341              -           73,888

Operating profit (loss)(1)

                              2006      $   1,235      $  1,683       $   (550)       $   2,368
                              2005          4,465         2,717            (81)           7,101

Depreciation expense

                              2006      $   1,415      $    173       $    551        $   2,139
                              2005          1,353            92            236            1,681

Capital expenditures

                              2006      $     967      $    200       $    425        $   1,592
                              2005          1,542           273          1,426            3,241

Total assets (2)

                              2006      $ 123,007      $ 40,274       $ 25,674        $ 188,955
                              2005        125,682        38,698         19,353          183,733
</TABLE>

(1) These results include operating expense for Intermediate of $10,000 and
$23,000 for the quarters ended March 31, 2006 and 2005, respectively.

(2) Total assets include deferred financing costs for Intermediate of $562,000
and $762,000 as of March 31, 2006 and 2005, 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
investment in information systems and corporate facilities, as well as cash,
deferred financing costs, and deferred income tax assets.

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

<TABLE>
<CAPTION>
                                                   2006                2005
                                              --------------       ------------
<S>                                           <C>                  <C>
United States                                 $       36,336       $     37,424
Europe                                                18,588             20,942
Asia                                                   9,388             11,583
Other foreign countries                                6,733              3,939
                                              --------------       ------------
                                              $       71,045       $     73,888
                                              ==============       =============
</TABLE>

It is not practical for Telex 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 Intermediate's United States and international operations
were as follows (in thousands):

<TABLE>
<CAPTION>
                                              March 31, 2006     December 31, 2005
                                              --------------     -----------------
<S>                                           <C>                <C>
United States                                 $       46,357     $          44,017
International                                         12,626                15,396
                                              --------------     -----------------
                                              $       58,983     $          59,413
                                              ==============     =================
</TABLE>

                                       16
<PAGE>

11. Commitments and Contingencies - Litigation

From time to time the Company is a party to various legal actions in the normal
course of business. In November 2005 the Company was named as a defendant in a
lawsuit filed by Ace Pro Sound and Recording, LLC seeking more than $1.0 billion
in damages. The Company is one of nine named defendants, who are various
suppliers of musical, sound and recording equipment. In response to the
defendants' motion to dismiss the claims, filed in March 2006, the plaintiff
filed an amended complaint with additional factual allegations in April 2006.
The Company believes the claims asserted against it are without merit and
intends to vigorously defend the allegations. The Company believes the outcome
to this litigation will not have a material adverse effect on its financial
condition or results of operations.

12. 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 March
31, 2006 and December 31, 2005, condensed consolidating statements of operations
for the three months ended March 31, 2006 and 2005, and condensed consolidating
statements of cash flows for the three months ended March 31, 2006 and 2005.
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
                                 MARCH 31, 2006
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                            NON -
                                              ISSUER       GUARANTOR     GUARANTORS    ELIMINATIONS     CONSOLIDATED
                                           ------------   -----------    -----------   ------------    --------------
<S>                                        <C>            <C>            <C>           <C>             <C>
ASSETS
Current assets:
   Cash and cash equivalents               $      5,492   $         -    $     7,024   $          -    $       12,516
   Accounts receivable, net                      25,680             -         26,420              -            52,100
   Inventories                                   25,698             -         35,800         (5,588)           55,910
   Deferred income taxes                          6,270             -            335              -             6,605
   Prepaid expenses                               1,018             -          3,162              -             4,180
   Other current assets                             356        33,615          4,529        (35,700)            2,800
                                           ------------   -----------    -----------   ------------    --------------

     Total current assets                        64,514        33,615         77,270        (41,288)          134,111

Property, plant and equipment, net               23,184             -         11,864              -            35,048
Deferred financing costs, net                     3,639             -              -              -             3,639
Goodwill, net                                    14,500             -          1,529              -            16,029
Other assets                                      1,270             -          2,487             (8)            3,749
Investment in subsidiaries                       84,598        50,996              -       (135,594)                -
                                           ------------   -----------    -----------   ------------    --------------
                                           $    191,705   $    84,611    $    93,150   $   (176,890)   $      192,576
                                           ============   ===========    ===========   ============    ==============

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Current maturities of long-term debt    $        212   $         -    $       256   $          -    $          468
   Accounts payable                              10,685             -          7,730              -            18,415
   Accrued wages and benefits                     6,155             -          7,747              -            13,902
   Accrued interest                               6,589             -              -              -             6,589
   Other accrued liabilities                     18,592             -         25,581        (35,563)            8,610
   Income taxes payable                           1,208             -           (433)             -               775
                                           ------------   -----------    -----------   ------------    --------------
     Total current liabilities                   43,441             -         40,881        (35,563)           48,759

Long-term debt, net                             125,457             -             91              -           125,548
Other long-term liabilities                      12,464            13          1,182              -            13,659
                                           ------------   -----------    -----------   ------------    --------------
     Total liabilities                          181,362            13         42,154        (35,563)          187,966
                                           ------------   -----------    -----------   ------------    --------------
Shareholder's equity (deficit)                   10,343        84,598         50,996       (141,327)            4,610
                                           ------------   -----------    -----------   ------------    --------------
                                           $    191,705   $    84,611    $    93,150   $   (176,890)   $      192,576
                                           ============   ===========    ===========   ============    ==============
</TABLE>

                                       18
<PAGE>

                           TELEX COMMUNICATIONS, INC.
                     CONDENSED CONSOLIDATING BALANCE SHEET
                               DECEMBER 31, 2005
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                            NON -
                                              ISSUER      GUARANTOR      GUARANTORS    ELIMINATIONS     CONSOLIDATED
                                           ------------   -----------    -----------   ------------    --------------
<S>                                        <C>            <C>            <C>           <C>             <C>
ASSETS
Current assets:
   Cash and cash equivalents               $      3,809   $         -    $     9,380   $          -    $       13,189
   Accounts receivable, net                      24,777             -         26,241              -            51,018
   Inventories                                   24,050             -         32,367         (4,675)           51,742
   Deferred income taxes                          5,704             -            334              -             6,038
   Prepaid expenses                               1,576             -          1,657              -             3,233
   Other current assets                             338        33,415          6,488        (38,739)            1,502
                                           ------------   -----------    -----------   ------------    --------------
     Total current assets                        60,254        33,415         76,467        (43,414)          126,722

Property, plant and equipment, net               23,590             -         11,810              -            35,400
Deferred financing costs, net                     3,981             -              -              -             3,981
Goodwill, net                                    14,500             -          1,498              -            15,998
Other assets                                      1,131             -          2,342             (8)            3,465
Investment in subsidiaries                       83,899        50,497              -       (134,396)                -
                                           ------------   -----------    -----------   ------------    --------------
                                           $    187,355   $    83,912    $    92,117   $   (177,818)   $      185,566
                                           ============   ===========    ===========   ============    ==============

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Current maturities of long-term debt    $        212   $         -    $       246   $          -    $          458
   Accounts payable                               9,305             -          5,924              -            15,229
   Accrued wages and benefits                     6,009             -          6,839              -            12,848
   Accrued interest                               2,995             -              -              -             2,995
   Other accrued liabilities                     20,159             -         26,579        (38,719)            8,019
   Income taxes payable                           1,052             -            751              -             1,803
                                           ------------   -----------    -----------   ------------    --------------
     Total current liabilities                   39,732             -         40,339        (38,719)           41,352

Long-term debt, net                             125,493             -            148              -           125,641
Other long-term liabilities                      12,709            13          1,133              -            13,855
                                           ------------   -----------    -----------   ------------    --------------
     Total liabilities                          177,934            13         41,620        (38,719)          180,848
                                           ------------   -----------    -----------   ------------    --------------
Shareholder's equity (deficit)                    9,421        83,899         50,497       (139,099)            4,718
                                           ------------   -----------    -----------   ------------    --------------
                                           $    187,355   $    83,912    $    92,117   $   (177,818)   $      185,566
                                           ============   ===========    ===========   ============    ==============
</TABLE>

                                       19
<PAGE>

                CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                   FOR THE THREE MONTHS ENDED MARCH 31, 2006
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                            NON-
                                              ISSUER       GUARANTOR      GUARANTORS    ELIMINATIONS    CONSOLIDATED
                                           ------------   -----------    -----------   ------------    --------------
<S>                                        <C>            <C>            <C>           <C>             <C>
Net sales                                  $     50,359   $         -    $    42,123   $    (21,437)   $       71,045
Cost of sales                                    29,896             -         31,255        (20,671)           40,480
                                           ------------   -----------    -----------   ------------    --------------
        Gross profit                             20,463             -         10,868           (766)           30,565
                                           ------------   -----------    -----------   ------------    --------------
Operating expenses:
   Engineering                                    2,670             -          2,084              -             4,754
   Selling, general and administrative           14,328             -          8,568              -            22,896
   Restructuring charges                            537             -              -              -               537
                                           ------------   -----------    -----------   ------------    --------------
                                                 17,535             -         10,652              -            28,187
                                           ------------   -----------    -----------   ------------    --------------
     Operating income (loss)                      2,928             -            216           (766)            2,378

Interest expense                                 (3,956)           80           (211)             -            (4,087)
Other income (expense), net                         786             -           (590)             -               196
Equity in earnings of subsidiaries                 (262)         (342)             -            604                 -
                                           ------------   -----------    -----------   ------------    --------------
Loss before income taxes                           (504)         (262)          (585)          (162)           (1,513)
Benefit from income taxes                          (610)            -           (243)             -              (853)
                                           ------------   -----------    -----------   ------------    --------------
     Net income (loss)                     $        106   $      (262)   $      (342)   $      (162)   $         (660)
                                           ============   ===========    ===========   ============    ==============
</TABLE>

                                       20
<PAGE>

                CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                   FOR THE THREE MONTHS ENDED MARCH 31, 2005
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                             NON-
                                              ISSUER       GUARANTOR      GUARANTORS   ELIMINATIONS     CONSOLIDATED
                                           ------------   -----------    -----------   ------------    --------------
<S>                                        <C>            <C>            <C>           <C>             <C>
Net sales                                  $     49,075   $         -    $    43,080   $    (18,267)   $       73,888
Cost of sales                                    29,765             -         29,326        (17,816)           41,275
                                           ------------   -----------    -----------   ------------    --------------
        Gross profit                             19,310             -         13,754           (451)           32,613
                                           ------------   -----------    -----------   ------------    --------------
Operating expenses:
   Engineering                                    2,489             -          1,803              -             4,292
   Selling, general and administrative           12,568             -          8,629              -            21,197
                                           ------------   -----------    -----------   ------------    --------------
                                                 15,057             -         10,432              -            25,489
                                           ------------   -----------    -----------   ------------    --------------
     Operating income (loss)                      4,253             -          3,322           (451)            7,124

Interest expense                                 (4,062)          149           (202)             -            (4,115)
Other income (expense), net                         832             -            (61)             -               771
Equity in earnings of subsidiaries                2,204         2,055              -         (4,259)                -
                                           ------------   -----------    -----------   ------------    --------------
Income (loss) before income taxes                 3,227         2,204          3,059         (4,710)            3,780
Provision for income taxes                           86             -          1,004              -             1,090
                                           ------------   -----------    -----------   ------------    --------------
     Net income (loss)                     $      3,141   $     2,204    $     2,055   $     (4,710)   $        2,690
                                           ============   ===========    ===========   ============    ==============
</TABLE>

                                       21
<PAGE>

                           TELEX COMMUNICATIONS, INC.
                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                   FOR THE THREE MONTHS ENDED MARCH 31, 2006
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                             NON-
                                                                 ISSUER      GUARANTOR    GUARANTORS    ELIMINATIONS   CONSOLIDATED
                                                              -----------    ---------    ----------    ------------   ------------
<S>                                                           <C>            <C>          <C>           <C>             <C>
TOTAL CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES               2,910            -        (1,980)              -           930
                                                              -----------    ---------    ----------    ------------   -----------
INVESTING ACTIVITIES:

   Additions to property, plant and equipment                      (1,211)           -          (381)              -        (1,592)
   Other                                                               50            -             -               -            50
                                                              -----------    ---------    ----------    ------------   -----------
   Net cash used in investing activities                           (1,161)           -          (381)              -        (1,542)
                                                              -----------    ---------    ----------    ------------   -----------
FINANCING ACTIVITIES:

   Repayment of long-term debt                                        (53)           -           (62)              -          (115)
   Dividend to parent                                                 (13)           -             -               -           (13)
                                                              -----------    ---------    ----------    ------------   -----------
   Net cash used in financing activities                              (66)           -           (62)              -          (128)
                                                              -----------    ---------    ----------    ------------   -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS            -            -            67               -            67
                                                              -----------    ---------    ----------    ------------   -----------

CASH AND CASH EQUIVALENTS:

   Net increase (decrease)                                          1,683            -        (2,356)              -          (673)
   Balance at beginning of period                                   3,809            -         9,380               -        13,189
                                                              -----------    ---------    ----------    ------------   -----------
   Balance at end of period                                   $     5,492     $      -    $    7,024    $          -    $   12,516
                                                              ===========    =========    ==========    ============    ==========
SUPPLEMENTAL DISCLOSURES OF CASH PAID FOR:

     Interest                                                 $         -     $      -    $      134    $          -    $      134
                                                              ===========    =========    ==========    ============    ==========
     Income taxes                                             $        25     $      -    $      942    $          -    $      967
                                                              ===========    =========    ==========    ============    ==========
</TABLE>

                                       22
<PAGE>

                           TELEX COMMUNICATIONS, INC.
                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                   FOR THE THREE MONTHS ENDED MARCH 31, 2005
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                             NON-
                                                                 ISSUER      GUARANTOR    GUARANTORS    ELIMINATIONS   CONSOLIDATED
                                                              -----------    ---------    ----------    ------------   ------------
<S>                                                           <C>            <C>          <C>           <C>            <C>
TOTAL CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES               1,134         (200)        4,745               -         5,679
                                                              -----------    ---------    ----------    ------------   -----------
INVESTING ACTIVITIES:

   Additions to property, plant and equipment                      (2,560)           -          (681)              -        (3,241)
   Other                                                               55            -             -               -            55
                                                              -----------    ---------    ----------    ------------   -----------
   Net cash used in investing activities                           (2,505)           -          (681)              -        (3,186)
                                                              -----------    ---------    ----------    ------------   -----------

FINANCING ACTIVITIES:

   Borrowings under revolving lines of credit, net                      -            -        (1,011)              -        (1,011)
   Repayment of long-term debt                                        (53)           -           (63)              -          (116)

   Dividend to parent                                                 (22)           -             -               -           (22)
                                                              -----------    ---------    ----------    ------------   -----------
   Net cash used in financing activities                              (75)           -        (1,074)              -        (1,149)
                                                              ------------   ----------   ----------    ------------   -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS            -            -          (284)              -          (284)
                                                              -----------    ---------    ----------    ------------   -----------

CASH AND CASH EQUIVALENTS:

   Net (decrease) increase                                         (1,446)        (200)        2,706               -         1,060
   Balance at beginning of period                                   8,593          200         6,166               -        14,959
                                                              -----------    ---------    ----------    ------------   -----------
   Balance at end of period                                   $     7,147          $ -    $    8,872    $          -   $    16,019
                                                              ===========    =========    ==========    ============   ===========

SUPPLEMENTAL DISCLOSURES OF CASH PAID FOR:

     Interest                                                 $         -          $ -    $      202    $          -   $       202
                                                              ===========    =========    ==========    ============   ===========
     Income taxes                                             $       110          $ -    $    1,633    $          -   $     1,743
                                                              ===========    =========    ==========    ============   ===========
</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

                                       24
<PAGE>

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 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 five principal product markets
including: (i) digital audio duplication products for the religious, education
and enterprise markets, including talking book products for the blind and
reading disabled 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; and (v) audio and wireless education
products for classroom and computer based education 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,
2005.

                                       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
                                                  ------------------------------------------
                                                   March 31,        March 31,          %
                                                     2006               2005        Change
                                                  ----------      -----------      ---------
<S>                                               <C>             <C>              <C>
Net sales:
   Professional Audio                             $   57,705       $  57,547             0.3%
   Advanced Communication Technologies                13,340          16,341           -18.4%
                                                  ----------       ---------       ---------
   Total net sales                                $   71,045       $  73,888            -3.8%
                                                  ==========       =========       ---------

Total gross profit                                $   30,565       $  32,613
     % of sales                                         43.0%           44.1%

Operating income                                  $    2,378       $   7,124
                                                  ==========       =========

Net (loss) income                                 $     (660)      $   2,690
                                                  ==========       =========
</TABLE>

THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THREE MONTHS ENDED MARCH 31, 2005

NET SALES. Net sales decreased $2.9 million, or 3.8%, from $73.9 million for the
three months ended March 31, 2005 to $71.0 million for the three months ended
March 31, 2006. Approximately $2.2 million, or 78% of the 2006 decrease resulted
from weaker foreign currencies compared to the U.S. dollar. Sales decreased in
all our geographic marketplaces with Europe experiencing the largest decline.
Net sales in the Advanced Communication Technologies segment decreased
substantially for the three months ended March 31, 2006 compared to the
corresponding period in 2005 due to lower sales of our Land Mobile products and
the phasing out of our duplication products.

Net sales in the Professional Audio segment were approximately the same for the
three months ended March 31, 2006 and 2005. The Professional Audio group saw a
moderate increase in sales in the first quarter of 2006, led by increased sales
of Blue branded microphone products, and continued strength of our speaker
products. Offsetting this increase was a decrease in sales of the system
electronics and console product groups. Lower sales of commercial sound power
amps and large format consoles were the leading contributors to the decrease in
these product groups.

Net sales in the Advanced Communication Technologies segment decreased $3.0
million, or 18.4%, from $16.3 million for the three months ended March 31, 2005
to $13.3 million for the three months ended March 31, 2006. The decrease in net
sales is attributed primarily to lower sales of our Land Mobile products and a
decrease in sales of digital duplication products. We ceased production of the
digital duplication products in early 2006 and expect sales to continue to
decrease throughout 2006 as the remaining inventory is sold off.

GROSS PROFIT. Gross profit decreased $2.0 million, or 6.3%, from $32.6 million
for the three months ended March 31, 2005 to $30.6 million for the three months
ended March 31, 2006. The

                                       26
<PAGE>

gross margin rate decreased to 43.0% for the three months ended March 31, 2006
compared to a gross margin rate of 44.1% for the three months ended March 31,
2005.

The gross margin rate for the Professional Audio segment decreased from 44.1%
for the three months ended March 31, 2005 to 42.2% for the three months ended
March 31, 2006. The decrease in the gross margin rate is attributed primarily to
lower margins in our Systems Electronics group and some manufacturing
inefficiencies.

The gross margin rate for the Advanced Communication Technologies segment
increased from 44.2% for the three months ended March 31, 2005 to 46.5% for the
three months ended March 31, 2006. This increase is attributed primarily to
increased margins in our Landmobile, Education, and Assistive Technology product
groups as changes in product mix contributed favorably in the 2006 period.

ENGINEERING. Engineering expenses increased $0.5 million, or 10.8%, from $4.3
million for the three months ended March 31, 2005 to $4.8 million for the three
months ended March 31, 2006. The spending for the three-month period in 2006
increased mainly in our Professional Audio business segment as we continue to
invest in digital technology applications.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased $1.7 million, or 7.9%, from $21.2 million for the three
months ended March 31, 2005 to $22.9 million for the three months ended March
31, 2006. The increase in expenses in 2006 is attributed mainly to higher U.S.
selling and marketing costs. We expect total selling, general and administrative
expenses to increase slightly in the second quarter related to new product
launch campaigns. We believe third and fourth quarter 2006 expenses will decline
below the first quarter levels.

                                       27
<PAGE>

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

<TABLE>
<CAPTION>
                                                         Three months ended
                                                           March 31, 2006
                                                        -----------------------
                                                         Telex     Intermediate
                                                        --------   ------------
<S>                                                     <C>        <C>
Cash interest
   11.5 % Senior Secured Notes                          $  3,594     $  3,594
   13.0% Senior Subordinated Discount Notes                    -          237
   Other                                                     135          135
                                                        --------     --------
   Total cash interest                                     3,729        3,966

Non-cash interest:

   Amortization of deferred financing costs                  342          392
   Amortization of debt issuance discount                     16        3,117
                                                        --------     --------
   Total non-cash interest                                   358        3,509
                                                        --------     --------
Total interest expense                                  $  4,087     $  7,475
                                                        --------     --------
</TABLE>

<TABLE>
<CAPTION>
                                                         Three months ended
                                                            March 31, 2005
                                                        -----------------------
                                                         Telex     Intermediate
                                                        --------   ------------
<S>                                                     <C>        <C>
Cash interest
   11.5 % Senior Secured Notes                          $  3,594        3,594
   13.0% Senior Subordinated Discount Notes                    -          211
   Other                                                     157          157
                                                        --------     --------
   Total cash interest                                     3,751        3,962

Non-cash interest:

   Amortization of deferred financing costs                  344          394
   Amortization of debt issuance discount                     20        2,695
                                                        --------     --------
   Total non-cash interest                                   364        3,088
                                                        --------     --------
Total interest expense                                  $  4,115     $  7,050
                                                        --------     --------

(Decrease) increase in interest expense                 $    (28)    $    425
                                                        ========     ========
</TABLE>

Telex interest expense decreased because we had no foreign borrowings during the
2006 first quarter. In 2005 we did incur some foreign borrowings. Intermediate
expense increased due to higher amortization of debt issuance discount.

OTHER INCOME, NET. Other income of $0.2 million for the three months ended March
31, 2006 is principally from interest income and equity in earnings of our LLC.
Other income of $0.8 million for the three months ended March 31, 2005 is mainly
interest income received from the Internal Revenue Service ("IRS") on an R&D tax
credit and adjustment of previously recognized interest on amounts owed, in the
U.S., to the IRS.

INCOME TAXES. Intermediate and Telex file a consolidated U.S. federal income tax
return with Old Telex. The tax provision recorded by Telex is calculated on a
separate company basis as required under a tax sharing agreement with Old Telex.
Telex recorded a total income tax benefit of $0.9 million for the three months
ended March 31, 2006. The total benefit includes recognition of $0.3 million of
deferred tax assets in foreign locations that were accounted for as discrete
items in the quarter. Excluding the adjustment for foreign deferred tax assets,
Telex's effective tax rate was 39.4%. Income tax expense was $1.1 million for
the three months ended March 31, 2005 and the effective tax rate was 28.8%.
Excluding a U.S research and development credit recognized as a discrete item in
the 2005 period, the effective tax rate was 36.5%. Telex has a valuation
allowance of $0.9 million at March 31, 2006 for certain deferred tax assets
because of the uncertainty regarding their realization.

                                       28
<PAGE>

The total income tax provision at the consolidated Intermediate level is the
same as Telex's because the incremental losses being generated by Intermediate
do not provide a current benefit and the deferred benefit is entirely offset by
a valuation allowance. Intermediate, including Telex and its consolidated
subsidiaries, has significant U.S. deferred tax assets resulting from deductible
temporary differences, which consist mainly of interest expense on its Senior
Subordinated Discount Notes. Unlike Telex on a separate company basis,
Intermediate has a history of losses in the U.S., which weighs heavily in
determining the need for a valuation allowance. Given Intermediate's history of
losses and expected continuation of the losses, a valuation allowance has been
established for all of Intermediate's U.S. net deferred tax assets as of March
31, 2006. Intermediate will reduce the valuation allowance when, and if,
Intermediate determines that the deferred tax assets are more likely than not to
be realized.

Telex had recorded a payable to Old Telex of $6.0 million at March 31, 2006 and
$6.2 million at December 31, 2005, resulting primarily from Telex utilizing net
operating losses that had been retained by Old Telex.

With the exception of Japan, accumulated and current unremitted earnings of the
Company's foreign subsidiaries are deemed to be reinvested in each country and
are not expected to be remitted. As such, no U.S. taxes have been provided for
such foreign earnings.

LIQUIDITY AND CAPITAL RESOURCES

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

At March 31, 2006, we had cash and cash equivalents of $12.5 million compared to
$13.2 million at December 31, 2005.

Our principal source of funds for the three months ended March 31, 2006
consisted of our beginning cash balance and $0.9 million of cash provided by
operating activities. Our principal uses of funds were for capital expenditures
of $1.6 million. Our principal source of funds for the three months ended March
31, 2005 consisted of $5.7 million of cash provided by operating activities. Our
principal use of funds was for capital expenditures of $3.2 million and
financing activities of $1.1 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 2006 are primarily for the expansion of our U.S. based
information system to our largest subsidiary in Germany.

Our accounts receivable balance of $52.1 million as of March 31, 2006 increased
$1.1 million from $51.0 million as of December 31, 2005. Excluding the impact of
foreign currency rate movements, our accounts receivable increased $0.6 million
from December 31, 2005. The increase is mainly the result of lower cash
collections in the first quarter of 2006 combined with increased sales to
customers with longer payment terms. We are not aware of any significant credit
risks at March 31, 2006 that could negatively impact future cash receipts from
customers.

                                       29
<PAGE>

Our inventories of $55.9 million as of March 31, 2006 increased $4.2 million
from $51.7 million at December 31, 2005, with none of the increase resulting
from foreign currency rate movements. We increased our finished goods
inventories by $3.2 million to meet current demand for upcoming product
introductions.

Our consolidated indebtedness remained relatively unchanged at $126.0 million at
March 31, 2006 compared to $126.1 million at December 31, 2005. Our debt
consists of $125.0 million of 11-1/2% Senior Secured Notes due October 2008 and
$1.0 million of other debt in the U.S. and Germany. In addition, our parent's
(Intermediate) debt consists of $85.4 million of 13% senior subordinated
discount notes due January 2009. These notes increased $3.1 million from
December 31, 2005 from the amortization of the debt discount.

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 $9.6 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 March 31, 2006 we had no borrowings outstanding under our U.S. credit
facility and foreign working capital lines. The net availability under our
lines, after deduction for open letters of credit and borrowing base
limitations, was $22.6 million.

As of March 31, 2006 we had not made any employer contributions to our U.S.
pension plan. In April 2006 we made a required 2006 calendar year employer
contribution of $230,000. Remaining contributions totaling $1.4 million for the
2005 and 2006 plan years will be paid in 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 March
31, 2006, 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 March 31, 2006, we had outstanding foreign forward exchange contracts with a
notional amount of $16.5 million with a weighted average maturity of 63 days.

At March 31, 2006, 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 $1.7 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 March 31, 2006, Telex had fixed rate debt of $125.3 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 $2.8 million. Intermediate had incremental fixed rate debt of
$85.4 million and a one-percentage point decrease in interest rates would
increase the unrealized fair market value of this debt by approximately $2.2
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
Intermediate's disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) as of March 31, 2006. 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
Germany subsidiary went live on the system in the first quarter of 2006.
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

Exhibits

    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.

                                       33
<PAGE>


      SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934, EACH REGISTRANTS HAVE DULY CAUSED THIS REPORT TO BE SIGNED ON THEIR
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, AS OF THE 1ST DAY OF MAY,
2006.

TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC
TELEX COMMUNICATIONS, INC.


Dated:   May 1, 2006           By:  /s/ Raymond V. Malpocher
                                    ------------------------------------
                                    Raymond V. Malpocher
                                    President and Chief Executive Officer

Dated: May 1, 2006              By: /s/ Gregory W. Richter
                                    ------------------------------------
                                    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