AUDIOVOX CORP
8-K, 2000-11-09
ELECTRONIC PARTS & EQUIPMENT, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



Date of Report (date of earliest event reported): November 8, 2000




                              AUDIOVOX CORPORATION
----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



         DELAWARE                    0-28839                   13-1964841
----------------------------      --------------       ----------------------
(State or other jurisdiction      (Commission          (I.R.S. Employer
 of Incorporation or              File Number)         Identification Number)
 organization)



150 Marcus Boulevard, Hauppauge, New York            11788
-----------------------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)



Registrant's telephone number, including area code:(631) 231-7750
                                                   ----------------







                                Page 1 of 3 Pages
                            Exhibit Index on Page (2)



<PAGE>




    Item 5.         Other Events.
                    ------------
               On  November  8,  2000  Audiovox   Corporation   (the  "Company")
announced  preliminary  results  for its fiscal  fourth  quarter  and year ended
November 30, 2000. A copy of the Press Release is filed as Exhibit 1 hereto.  On
November  8, 2000 at 4:30 p.m.,  the  Company  held a  conference  call and live
Webcast to discuss the press  release.  The Company has prepared a transcript of
that conference call, a copy of which is annexed hereto as Exhibit 2.


    Item 7.    Exhibits.
Exhibit 1.     Press release dated November 8, 2000.
Exhibit 2.     Transcript of conference call held on November 8, 2000
                at 4:30 p.m.





<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
company  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned hereunto duly authorized.

                                           AUDIOVOX CORPORATION

Dated:  November 9, 2000                   BY:s/Charles M. Stoehr
                                           --------------------------------
                                                Charles M. Stoehr,
                                                Senior Vice President and
                                                Chief Financial Officer


<PAGE>


Company Contacts:                             For Investor Relations Inquiries:
-----------------
C. Michael Stoehr                             Chris Fullam / Jeremy Stoehr
Audiovox Corporation                          PR 21 for Audiovox
(631) 231-7750                                (212) 299-3956 / (212) 299-8965



              AUDIOVOX CORPORATION COMMENTS ON EXPECTATIONS FOR ITS
                       FISCAL FOURTH QUARTER AND YEAR-END

             -- Provides Guidance on Outlook for Fiscal Year 2001 --

HAUPPAUGE,  N.Y.,  November  8,  2000 --  Audiovox  Corporation  (Nasdaq:  VOXX)
announced today preliminary results for its fiscal fourth quarter and year ended
November 30, 2000.

Revenues  for fiscal  year 2000 are  tracking  to  approximately  $1.7  billion,
representing  a 42%  increase  over  $1.2  billion  reported  in the  comparable
year-ago  period.  Unit sales for the fiscal year are expected to be between 8.7
and 8.9 million,  up 43% compared to 6.1 million  reported for fiscal year 1999.
The company  expects digital units to be  approximately  90% of total units sold
for the fiscal  fourth  quarter  and 79% for the fiscal year 2000 versus 61% and
45% for the corresponding 1999 periods, respectively.

John Shalam, President and Chief Executive Officer stated, "Fiscal year 2000 has
been the best in our company's  history with both profits and sales for the year
up versus 1999 comparables.  However,  industry wide component shortages related
to GSM and TDMA have  impacted our target unit sales.  In  addition,  due to the
rapid shift from analog to digital technology,  we have decided to withdraw from
the analog  business and take a reduction in the carrying value of our remaining
analog inventories."

Fourth  quarter 2000 revenue  projections  are between $485 and $520 million and
cellular  unit sales are expected to be between 2.4 - 2.7  million.  The company
expects earnings per share prior to the analog inventory cost reduction to be in
the  range of $0.44 to $0.47  per  share  compared  to $0.56  per  share for the
year-ago quarter. Based on current market conditions,  the company estimates the
inventory cost reduction will be between $8.5 and $9.0 million or  approximately
$0.26 per share after tax.

For the fiscal year ending November 30, 2000, the company  expects  earnings per
share to be in the  range of $1.43 to $1.46 per  share,  excluding  the  charges
associated with the analog inventory cost reduction, compared to $1.39 per share
reported for fiscal year 1999.  Earnings per share  figures for fiscal year 1999
included  a gain  from  the  sale  of 5%  equity  interest  in  ACC  to  Toshiba
Corporation,  resulting in a gain of $0.12 per share after tax,  reported in the
fiscal second quarter.


                                    Exhibit 1

<PAGE>


Audiovox Corporation Comments on Expectations....
Page 2 of 2

Earnings per share estimates for the fiscal fourth quarter and year-end 2000 are
based on 15% more  shares  outstanding  as  compared  to 1999 as a result of the
company's secondary equity offering in February 2000.

Shalam  further  stated,  " Moving  forward,  our focus will be on expanding our
digital product  offerings in North America and abroad,  achieving  higher gross
profit on digital  units,  while  continuing  our dominance of CDMA in the North
American  market.  We expect  fiscal  2001 sales to be in the range of  $1.8-1.9
billion for fiscal year 2001 and  earnings per share to be in the range of $1.65
to $1.70."

Philip Christopher, President and CEO of Audiovox Communications Corp. said, "We
continue to increase our market  share and are now one of the top two  suppliers
of CDMA technologies in North America.  Orders for our digital and CDMA products
remain strong and I believe this trend will continue.  Our preliminary estimates
for fiscal 2001 are for sales of between 10 and 10.5 million wireless  handsets,
which  represents  an  increase  of 45% in digital  unit sales over  fiscal 2000
comparables. In the balance of our fiscal fourth quarter and throughout 2001, we
plan to sell the  remaining  analog units  necessary to fulfill our  contractual
obligations."

There will be a  conference  call and live  Webcast at 4:30 p.m.  (EST) today to
discuss today's  announcement.  The dial-in number is  1-877-300-8186 or you can
access  the  Webcast  at  http://www.audiovox.com  under  "investor  relations".
Audiovox  expects to report its fourth  quarter and year-end  results on January
17th, 2001 and will provide additional guidance for fiscal 2001 at that time.

Audiovox  Corporation  is an  international  leader in the marketing of wireless
handsets,  auto sound,  vehicle  security,  mobile video  systems,  and consumer
electronics products. The Company conducts its business through two subsidiaries
and markets its products both  domestically  and  internationally  under its own
brands. It also functions as an OEM (Original Equipment  Manufacturer)  supplier
to several customers.  For additional information,  please visit Audiovox on the
Web at http://www.audiovox.com.

Except for historical  information  contained  herein,  statements  made in this
release that would  constitute  forward-looking  statements may involve  certain
risks such as our ability to keep pace with technological advances,  significant
competition in the wireless, mobile and consumer electronics businesses, quality
and consumer acceptance of newly introduced products, our relationships with key
suppliers and customers, market volatility,  non-availability of product, excess
inventory,  price and product competition,  new product  introductions and other
risks  detailed  in the  Company's  registration  statement  on Form S-3,  dated
February 2, 2000, in the Company's  form 10K for the fiscal year ended  November
30, 1999,  and the 10Q for the fiscal  quarter  ended August 31st,  2000.  These
factors,  among others may cause actual  results to differ  materially  from the
results suggested in the forward-looking statements.

                                      # # #


                                    Exhibit 1

<PAGE>

                            Corporate Conference Call
                                November 8, 2000



Operator:  Ladies and  gentlemen,  thank you for standing by. And welcome to the
Audiovox  Corporate  conference  call. At this time, all  participants  are in a
listen  only  mode.  Later,  we will  conduct a  question  and  answer  session.
Instructions will be given at that time. If you should require assistance during
the call, please depress zero, then star. And as a reminder,  this conference is
being  recorded.  I would now like to turn the conference  over to our host, Mr.
Glen Wiener, Vice President of Investor Relations. Please go ahead.

Glen Wiener: Thank you. Good afternoon.  And thank you for joining us on today's
conference  call.  Audiovox  issued a press  announcement at 4:00 this afternoon
outlining  its  projections  for its fiscal  fourth  quarter and year end ending
November 30, 2000, as well as for fiscal year 2001. A copy of the release can be
found on the company's web site at www.audiovox.com  under press releases or you
can contact  Jeremy  Stoehr at  212-299-8965  and one will be  forwarded  to you
immediately.  Participants  may also listen to the  conference  call through the
live webcast  which can be found at the company's web address under the investor
relations section.

Before getting  started,  I would briefly like to read the Safe Harbor language.
Except for historical  information  contained  herein,  statements  made on this
conference call that would  constitute  forward  looking  statements may involve
certain  risks  such as our  ability to keep pace with  technological  advances,
significant   competition,   the  wireless,   mobile  and  consumer  electronics
businesses, quality and consumer acceptance of our newly introduced products and
our  relationships  with key suppliers and  customers,  market  volatility,  non
availability of products, excess inventory, pricing and product competition, new
product  introductions,  and other  risks  detailed  on file on record  with the
Securities  and  Exchange  Commission,  most  recently in the 10Q for the period
ending May 30 and August 31, 2000 respectively.

These factors,  among others, may cause actual results to differ materially from
the results suggested in the forward-looking  statements.  At this time, I would
like to turn  the  call  over to John  Shalam,  Chairman,  President  and  Chief
Executive Officer. John Shalam.

John Shalam: Good afternoon.  And thank you for joining us on today's conference
call.  This afternoon we issued a press  announcement  stating our estimates for
our fourth  fiscal  quarter and year end 2000 and  provided  guidance for fiscal
year 2001. I will briefly discuss some of the key trends impacting our business,
as well as some of the growth opportunities we see in the marketplace in

                                    Exhibit 2

<PAGE>



2001. Mike Stoehr, our Chief Financial  Officer,  will then walk you through our
projected financials.  Philip Christopher,  CEO of our wireless subsidiary, ACC,
will discuss the wireless  business in detail. We will then open up the call for
questions and answers.

Audiovox  Corporation  reported  today that fiscal  fourth  quarter and year-end
financials will be below current estimates based primarily on two factors.  One,
industry wide  component  shortages of TDMA and GSM  technologies.  And two, our
strategic decision to withdraw from the analog business, resulting in a one time
inventory cost reduction.

On our fiscal third quarter  conference  call, we stated that we expected fourth
quarter  results for 2000 to meet or exceed those reported in the fourth quarter
1999. This statement holds true both operationally and financially as unit sales
and  revenues  exceeded  those of last year.  However,  our  earnings  per share
estimates are lower than originally anticipated.

I would  like to note  that  outstanding  shares in 2000 are  approximately  15%
greater than in 1999.  We expect  revenues for our fiscal  fourth  quarter to be
between $485 and $520 million. This, based on cellular unit sales of between 2.4
- 2.7 million.  For the full fiscal year,  this  equates to  approximately  $1.7
billion in revenue, an increase of 55% over the $1.1 billion reported last year.
Earnings  per share is expected to be in the range of 44 to 47 cents.  And $1.43
to $1.46 for the fiscal fourth quarter and year end respectively,  excluding the
cost reduction on carrying value related to our inventory units.


I'd like to discuss the business  environment  and put this in  perspective  for
you.  There  is no  question  that  our  fiscal  year  2000  was the best in our
company's history. Our growth in CDMA was unparalleled in the industry. However,
our  international  expansion  has been slower than  anticipated.  We  projected
selling one million GSM and 300,000 TDMA handsets for the year. However, through
the first 11 months, GSM and TDMA collectively were only 236,000 units.

Additionally  in our 10Q  filings of the past two  quarters,  we  discussed  the
possibility of taking a cost reduction for our analog inventories. In the fourth
quarter, we anticipate taking an inventory cost reduction of between $8.5 and $9
million or 26 cents per share.  Philip will discuss the analog  environment with
you in greater  detail.  I am now going to turn the call over to Mike to discuss
our financial performance. Michael?

Mike Stoehr: Thank you John. Good afternoon everyone.  As John mentioned,  sales
for the fourth  quarter are  anticipated  to be in the range of $485  million or
$520 million. This is an increase of 18 or 26 percent. Consolidated gross profit
margins in the fourth quarter is estimated to be in the 9.2% to 9.4% range.  The
wireless group estimate is between 7 and 7.1% and AE is 20 to 22 percent.

Within our overhead,  as you can see, there are no major  changes.  In fact, our
interest expense continues to climb as our assets are turning faster. Unit sales
for the quarter are estimated between 2.4 million and 2.7 million units. Digital
units are  anticipated to increase 88 to 90% from last year. But this was offset
by 70% decline in analog. EPS will range between 44 and 47 cents a share on

                                    Exhibit 2

<PAGE>



15% more shares outstanding.  This is before inventory charge.

During the last several quarters, we've been monitoring the change in demand for
analog product verus digital. The buying was curtailed and steps are being taken
to sell the remaining  inventory.  In  anticipation  of these sales,  the analog
inventory  carrying  value is being  reduced by  approximately  8.5 to 9 million
pretax,  which  represents a 25% reduction in carrying  value and an anticipated
after tax charge of 26 cents.  The company will be profitable  after this charge
for  the  quarter.  This  charge  also  has no  impact  on any of our  borrowing
facilities or credit  arrangements.  Fiscal  revenue is estimated to be close to
1.7 billion with EPS prior to  inventory  charges of $1.43 to $1.46 versus $1.27
last  year.  This is prior to the 12 cent  gain on the sale of ACC  shares  with
Toshiba.

In guidance  for 2001,  we are looking at sales of  approximately  10.5  million
units,  which CDMA will be 85%.  Please keep in mind we are not looking at large
analog  sales to increase  on a year over year basis on digital  would be in the
range of 45 to 49 percent.  We're looking at accessories  and activations in the
wireless  group  to  range  between  $40  and  $50  million.   Electronics  will
participate  a growth rate of 5%,  which  includes  our  Venezuela  and Malaysia
operations.

We see improvements for the GP in the wireless group during the fiscal year 2001
in the range of 7.2 to 7.4% GP. And AEC between 21% and 22%. For model purposes,
overhead  will track  pretty  much to what it is now with  increases  in selling
expenses due to  commissions  on  additional  sales.  Overhead  counts have been
reduced from the beginning of last year as we automate more facilities.  And all
increases  that you will see in the overhead  will be based on those  related to
sales such as commissions and some warehousing  expenses. AR and inventory turns
will be the same rate it was this year, slight improvement.

Our  capex,  if you look at our capex,  it would be  between $3 and $4  million.
Fully diluted share count for planning purposes is 22, 480,000. And tax rate for
planning purposes is approximately  38%. Our quarter revenue breakout will track
historical  patterns as we have noted in the 10Q. We have plenty of liquidity in
the company.

Our bank lines at this point,  we have no borrowings on them. And as I mentioned
previously,  our turnovers are improving. We estimate the turnovers will improve
for this quarter.  Of course all  references to estimated  fourth quarter fiscal
2001 numbers and our 2000  guidance is subject to the Safe Harbor for this year,
actually completing the quarter and also for our final fiscal audit. I'd like to
now turn the presentation over to Philip.

Philip Christopher: Thank you Mike. Ladies and gentlemen, as you heard from John
and  Mike,  this  is the  greatest  year  in our  history  of  Audiovox.  We are
experiencing the greatest growth in terms of sales, in terms of profits,  and in
terms  of unit  sales.  It is  indeed  unfortunate  that  we  have to have  this
conference  call.  But this is part of the  business and what we have to discuss
today.  In view of the fact  that  Mike and John  have  already  alluded  to the
numbers, let me just review with you the overall situation.


                                    Exhibit 2

<PAGE>



First of all, Audiovox Communications for the first time is recognized as one of
the top three suppliers in not only North America, but in South America as well.
We also recognize as being the top supplier of the largest single carrier in the
world,  which is Verizon with 25 million  subscribers.  We're also recognized as
being the even  number  one or number  two CDMA  supplier  utilizing  the latest
wild(?)  com chip sets and having the state of the art CDMA  products  for North
and South America.  The problems that we face obviously in GSM and TDMA, as John
mentioned,  we expected our manufacturers to deliver the products. They have via
component shortages.

As I explained many times before, in the CDMA technology, we have companies like
Toshiba,  which  is our  partner,  was  able  and  has  the  ability  to get the
components and makes most of the  components by  themselves.  And as a secondary
supplier we have Hyundai of Korea, which is one of the largest CDMA suppliers in
the world. So we have two leading  manufacturers  that are our partners and have
been able to keep the flow of product  coming in and not really be  affected  by
the shortages.

In the GSM and TDMA,  because our  manufacturers  are fairly new to the wireless
industry, companies like Asa Communications and Jimishi of Taiwan, although they
are very large and they have been previously very successful in the computer and
PDA  industry,  because of their first entry into these GSM  business,  they did
have difficulty and experience difficulties in getting components. This affected
our sales and  instead of selling one million GSM phones by the end of the year,
we will sell approximately 300,000 GSM phones. And the same holds true for TDMA.

In regards to the analog,  this is  somewhat  of a blessing.  The whole world is
turning to digital.  Wireless digital  technologies are GSM, CDMA, and TDMA. ACC
is now the leader in CDMA.  And our vision is to become a leader in the TDMA and
GSM  technology as well. And we will achieve that as the time goes by. But there
is no question that our strategy and our foundation will continue to be the CDMA
technology.

There are only three companies in North America that still handle analog phones.
It is ACC, Motorola and Nokia. Motorola and Nokia already made such exits out of
the analog.  And they have  announced that they will be closing out their analog
inventory.  In a  similar  fashion,  we  expect  by the end of the  year to have
approximately  half a million analog  phones.  And we expect to be closing those
analog  phones very,  very quickly and to be out of that  business.  There is no
question  in my mind that  analog  will  still be around for the next two years.
However,  the risk of being in the  analog  business  is too high.  And as we've
explained many times, in the analog business, any carrier can use those phones.

In the  digital  business,  every  carrier has  specific  product  with  unique,
specific  features.  That's  what  makes  the  digital  phones  presold.  We had
described to you in the past that in the digital technology,  we could never run
the risk of a markdown or writedown  because 75% of the  products  coming in are
presold to either Verizon, Nortel, United States Cellular or specific PCS, CDMA,
TDMA or GSM carriers. By having the digital technology takes that inventory risk
away.

So for the last time I guess,  the analog forms will be going away.  And we will
be concentrating on

                                    Exhibit 2

<PAGE>



the digital  technology and positioned as number one in CDMA and growing in TDMA
and GSM. Our suppliers are in a very strong position.  We have new alliances and
secondary  suppliers  that  have  been  recently  established.   Alliances  with
companies like Extend Telecom in Korea, Nixxo, which you may have seen the press
release and we will be introducing an entry three phone to the market. We have a
new CDMA phone that will be coming out, very small.

And they will be introduced in the first quarter.  I have every  confidence that
after  finishing this record year,  where the sales of our units have grown from
6.2  million  to close to 9.  Where our sales  and  revenues  have gone from 917
million to approximately $1.4 billion.  Where our overhead is steady. We're able
to  continue  to grow,  that our  horizon  for next year is  brighter  than ever
before.  The  convergence of technology is pretty much in a position of entering
into new products like PDAs. And we are positioned  today, ACC, to be one of the
leading  wireless  suppliers in North and South America and expanding into other
international markets.  That's basically where we stand. I'm ready to answer any
of your questions.

John:  Phillip,  thank  you  very  much.  We're  going  to open up the  call for
questions  momentarily.  But just  before  we do that I would  like to add a few
points on our electronics  division's progress.  We have significantly  enhanced
our product  offerings  and have  several new  consumer  and mobile  electronics
products scheduled for introduction during the holiday season,  including mobile
video units designed for mass merchandisers, portable DVDs and DVDs for the car,
new versions of our FRS line,  among others.  And we expect to announce a low EM
contract shortly.

We are confident in our ability to meet the revised  financial  projections  and
expect to give  additional  guidance on our outlook for fiscal 2001 when we will
again report to you the fourth quarter results on January 17th. At this time, we
will open up the call for questions. Operator, please go ahead.

Operator: Thank you. Ladies and gentlemen, if you wish to ask a question, please
depress the one on your touch tone phone.  You will hear a tone  indicating that
you've been placed in queue.  And you may remove yourself from queue at any time
by  depressing  the pound key. If you are using a  speakerphone,  please pick up
your  handset  before  pressing  the  numbers.  One moment  please for our first
question. Our first question comes from the line of Donald Neuman. Go ahead sir.
Your line is open.

     Donald Newman:  Good afternoon John and Mike and Phil. Excuse my voice. I'm
     getting  over a heavy,  heavy cold  here.  The first  question  is, in your
     projections and for net income,  you're not including  comprehensive income
     are you Mike?

Mike:  That is  correct.  You will  see next  fiscal  year  that  administrative
operating income Donald.

Donald:  Okay.  The second thing for Phil.  What do you expect  your,  and I can
probably figure it out by myself, but what is your ASP projections for Q4?

Mike: Donald, we will be running about, anywhere between 152 and 155.

                                    Exhibit 2

<PAGE>




Donald: Almost similar to Q3.

Mike: Right.

Donald:  And can we have a  breakdown  on what you expect for 2001 in the way of
cellular phones? How much will be CDMA? How much GSM? How much TDMA?

Philip: I think that Mike reported in his opening remarks Donald that he expects
10.5 million with 85% of the CDMA and balance in GSM and TDMA.

Donald: Right. Okay.

John: Together with some small relevance of analog phones.

Philip: We'll have about 500,000 analog phones.

Donald: Excuse me?

     Philip:  And  approximately  500,000  analog  phones,  which  will  be  the
     remaining inventory that we expect to sell.

     Donald:  But they will be sold at far lower prices,  as far as sale prices,
     won't they?

Philip: They will be sold very quickly.  Let's put it that way.

Donald:  Right.  How much of your cellular sales go to, or how much does Vorizon
take of your business? Are they a 55% customer of yours?

Philip: They are approximately 50%.  That's correct.

Donald:  All cellular sales are, okay.  Right. And lastly, I think you announced
at some point about doing a buy back.  Your stock is at least $2 below your book
value per share,  which would be an extraordinary  good price I think to buy the
stock. When can we expect to see some sort of announcement?

John:  Donald,  as you probably  already know,  our Board of Directors last year
approved a buyback up to one million  shares.  We're watching the situation very
carefully. And we'll certainly take advantage of any course of developments that
allows us to buy stock below book value.

Donald:  Well, you may be there right now John. One last question.  I don't want
to monopolize it. But Phil, what do you see the overall environment for cellular
for next year?


                                    Exhibit 2

<PAGE>



Philip: Well, if you look at the reports, the growth is less than expected,  but
it is still a booming  industry.  As you know,  we just  surpassed  100  million
subscribers in North America,  where  approximately 110 million subscribers that
are expecting next year to add 30 or 40 million in North  America.  All over the
world  they're  expecting  to  grow  in  the  next  two  years  to  700  million
subscribers. So the environment is one of growth in all technologies.

And the change is of course  between the GTRS and 1XRTT will give a new momentum
to the industry,  similar to what has happened in the past when we switched from
analog to digital.  So as the networks  become faster,  the products will become
more  appealing,  the web browser is going to become  something that is going to
become  part of the form.  GPS will be part of the form.  It will be an exciting
year for sure.  1XRTT will be deployed  beginning June of next year. So you will
be seeing forms, order forms with UP4.1 web browser and of course GPS.

Donald: Thank you very much.

John: Thank you Donald.

Operator:  And our next  question  comes  from the line of Frank  Rizzo with GKN
Securities. Please
go ahead sir.

Frank Rizzo:  Hi, I just wanted to restate  something that the last caller said.
He was  talking to John.  And he did  mention  something  about a share  buyback
program. And you did mention that you're monitoring the situation right now. Now
being that you just  announced that next year's aren't coming in over $2 billion
like expected,  but only at 1.8 to possibly 1.9, are you saying you wouldn't buy
back your stock right now?

Mike: Frank, this is Mike Stoehr speaking.  At this point, on this conversation,
there is a lot of concern.  On earnings and stuff,  we can't comment on that, on
the stock  buyback.  As John  mentioned,  we are aware of the book value and the
difference between book and what the stock is trading right now.

Frank: Because his response was that he is monitoring the situation.

Mike: Polite way of saying no comment at this time.

Frank:  Now I know that it was mentioned,  and I'm sorry,  I'm not sure I've got
the names  correct.  But  Patrick or Philip  said that the future  never  looked
brighter.  Then what could you attest to the fact that sales growth is basically
nil for next year? I mean, why are we looking at no sales growth next year?

Mike: Because, Frank, you may have missed what I said. The 10.5 million units is
all composed of digital. They are replacing the two million analog units that we
will not sell next year, plus some. So what you are really looking at is between
a 45 to 49 percent growth in digital product.

                                                     Exhibit 2

<PAGE>




Frank: Okay, what about some of the other line of products that you guys do sell
as well?  That's just, I guess taking care of the cellular phone division.  What
about the other line of products that you sell, the other consumer  products you
sell?

Mike: We had looked at, at this point, a conservative estimate for that group is
5%. Say anywhere  between 5 and 9 percent.  And they have done that  religiously
for the last couple years.

Frank: Okay. And I realize you are taking an inventory cost reduction as well. I
thought part of the reason why you worked on such a low gross profit  margin was
because most of the inventory cost, or you are building to order on most

John: That is correct Frank. But I want to remind you that as Philip  described,
that these specifications do not apply to analog phones.  Analog phones would be
built in.  They were sold to anybody and  everybody.  The  customization  of the
product,  and developing  specific product for a carrier or a customer is in the
digital  mode.  Unfortunately,  the  analog  phone  could not be presold on that
basis.

Frank: All right.  Very well.  Thank you very much.

John: Your points about the stock buyback are well noted.  I'm not ignoring you.

Frank: Okay.  Best of luck then.  Thank you very much.

Operator:  And our  next  question  comes  from the line of  Nelson  Olgas  with
Winfield Capital. Please go ahead sir.

Nelson Olgas: Yes, hi there. Just a point of information.  Do you have any stock
left to buy on the original authorization?

John: Yes. We have an authorization  of one million shares.  And we can buy back
stock in its entirety.

Nelson: How much have you used according to what's been reported?

Mike: This is Mike Stoehr  speaking.  We replenished.  We originally had a share
buyback,  I think it was about three years ago, that we bought  626,000  shares.
Then we rebooted that buyback so the  authorization is approximately one million
open to buy.

Nelson: So you don't have to announce that? That's  preannounced.  So you can go
ahead and buy, right?

John: That is exactly correct.

                                    Exhibit 2

<PAGE>




Nelson: Well, a little editorial. You are trading at 11 in the after market. And
it would be very hard,  I think,  for you  recover in terms of your  credibility
without  executing  this  share  buyback in my  opinion  at these  prices.  It's
certainly;  it's hard to find a better  investment,  unless the  company is less
than it  appears  to be. And the way that you could show it would be to step in.
So that's my 10 cents.

John: Thank you.  We do not disagree with your view.

Operator: Ladies and gentlemen, if there are any other questions, just press the
one on your  touch-  tone phone at this time.  And we have Mr. Ted Amlin with EW
Investments. Please go ahead sir.

Ted Amlin: Good afternoon  gentlemen.  I might have missed this on the call. But
with  three  weeks  left in the  year,  can you tell us why there is such a wide
variance on the fourth quarter projections?

John:  The variance in the fourth  quarter is due to the executive  shortfall in
earnings  as we were unable to  materialize  sales of GSM and TDMA phones at the
expense we had originally projected.

Mike: Is the question why did we give a range of 44 to 47?

Ted: Well, 485 to 520 on the revenues and

Mike: The company traditionally gives a range and we give estimates.

Ted: Okay. Are you still expecting some to arrive to defer your  obligations for
the quarter?

Philip:  No, our fiscal year ends  November  30th.  We're  still air  freighting
product that we can get our hands on and delivering it.

Ted:  Okay.

Philip: We expect to be delivering all the products

Ted: Okay.  And any comments you can make regarding Verizon for 2001?

Philip:  Well, as I mentioned  before.  We are the largest  supplier of Verizon.
Verizon  relies on  Audiovox  for all of its  products.  We have joint  engineer
meetings.  Just to give you a concept of contract  that we had for one  million.
That  contract  was  signed in March and that was for CDMA 9000 Tri Mode,  which
became  the best  selling  phone in the  market.  And you may  have  seen  being
advertised in a campaign all over the United States.

From March until October 31st, we delivered 1.5 million. We will deliver another
300,000 in November.  So by the end of our fiscal  year,  which is only 8 months
from the date of the contract,  we will be over 2 million phones. So we will be,
that type of arrangement with Verizon is now being

                                    Exhibit 2

<PAGE>



made with other products that we will be delivering,  new trimode  products that
will be introduced  during the first quarter,  including new PCS, MP3 phones and
other products that we will be selling to Verizon.

Ted: Okay.  And is the 9001 still on time?

Philip: The 9100 will be introduced in January.  Still on time.

Ted: Okay.  I'm looking forward to it myself.

John: Me too.

Ted: Thank you gentlemen.

John: Thank you.
Operator:  And we have a question  from the line of Michael  Coleman with Morgan
Keegan. Please
go ahead sir.

Michael Keegan: Yes, good afternoon. Just want to get some clarification. The 44
to 47 cent  range.  Is that an  operating  number or does it include the gain on
sales investments?

Mike: That's the full earnings per share with the tax Mike.

Michael: Okay, thank you.

Operator: And we have a question from the line of Frank Skarso with Salomon Gray
Financial. Please go ahead.

Frank: Hi. This question is from John Shalam. I know you guys were talking about
initiating a buyback for company  stock.  But I noticed back in February of this
year,  you  sold  close to $15  million  worth of the  stock  personally.  I was
wondering if you had any intentions of buying back some of the stock?

John: You mean on a personal basis?

Frank: On a personal basis.

John: I don't think so Frank.

Frank:  Any reason  why? I mean,  you  probably  know this  company  better than
anybody else.

John: Yes, but I know the company very well and I have the utmost  confidence in
the future of this

                                    Exhibit 2

<PAGE>



corporation.  But I want to  remind  you,  that I own an  additional  4  million
shares.  Okay?  Notwithstanding  the fact  that I sold a little  over a  million
shares  back in early  March.  I still have  another 4 million  behind it. And I
think that's just a good  diversification  move to just put some of your eggs in
different baskets.

Frank: Thank you for your time.

John: Okay.

Operator:  Ladies and gentlemen,  if there are any additional questions,  please
press the one on your touch-tone phone at this time. And we have a question from
the line of Donald Newman with
Ladenberg Thalman.  Please go ahead.

Donald  Newman:  Mike, I didn't hear your answer  completely.  In regards to the
question  from  Morgan  Keegan.  The 44 to 47 cents range for Q4 ending in three
weeks. That is operating income or is that going to include comprehensive income
as well?

Mike: Donald, that's everything.

Donald: So what would it be without comprehensive income?

Mike: We have no transactions, security transactions in our quarter.

Donald: Right.

Mike: Probably about 42 cents to 45 cents.

Donald: 42 to 45, is that right?

John: That's just an estimate though.

Donald: I understand that.

John:  We'll refine it further and revise this with you  tomorrow,  just to make
sure we have the right numbers.

Donald: All right.  Because I'm at 40 I think, excluding comprehensive.

Mike: Right, between 40 and 45.

Donald:  All right.  We'll talk about this  tomorrow then before I put out a new
model. Thank you.

John: All right.

                                    Exhibit 2

<PAGE>



Operator:  And gentlemen,  there are no further  questions at this time.  Please
continue.

John:  Well, I would just like to make a few concluding  remarks,  if I may. Not
withstanding  the negative tone of this  announcement  today,  and the fact that
we're  announcing  that we're not going to make the original  estimate and we're
marking down some analog  inventory,  we are enjoying very,  very strong demand,
particularly for our CDMA digital phones. As Philip mentioned,  we're sell every
single  piece we can get. Our  factories  are working  overtime.  And we will be
shipping and delivering  orders until the very last minute of our fiscal year on
November 30th.

And we feel very confident about our outlook we're enjoying.  Without  question,
the best year of this corporation since I started it in 1965. And we're proud of
its  accomplishment  and we're  confident that we will continue to see the gains
and improvements as we go forward.  I want to thank all of you for participating
in this call today. We, as always appreciate your support. Thank you.

Operator:  Ladies and gentlemen,  this  conference  will be available for replay
after 7:00 PM today until  November  15th at  midnight.  You may access the AT&T
Executive  Playback service at any time by dialing  1-800-475-6701  and entering
the access code of 548891.  International  participants  may dial  320-365-3844.
Those numbers again are 1-800-475-6701 and international  participants  320-365-
3844. Access code 548891. That does conclude our conference for today. Thank you
for your participation and for using AT&T Executive  Teleconference Service. You
may now disconnect.









                                    Exhibit 2



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