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DEI Holdings Reports 48% Improvement in Operating Income for Third Quarter 2008

November 5, 2008
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VISTA, Calif., Nov. 5 /PRNewswire-FirstCall/ — DEI Holdings, Inc. announced today financial results for the third quarter and nine months ended September 30, 2008.

(Logo: http://www.newscom.com/cgi-bin/prnh/20080625/LAW063)

Third Quarter 2008 Financial Highlights Compared with Same Period Last Year:

   — Achieved pro forma net sales of $76.7 million, down 9% from      $84.5 million; GAAP net sales were $61.8 million for the third quarter      of 2008   — Gross margin improved by 12 percentage points from 35% to 47%   — Operating expenses decreased $3 million from $24.3 to $21.3 million, a      12% improvement   — Operating income increased 48% from $5.2 to $7.7 million   — Net income was $1.1 million compared with a loss of ($1.3) million   — Adjusted EBITDA totaled $10.7 million compared with $8.3 million, a 29%      improvement   — Reported EPS of $0.04 per share, compared with a loss of ($0.05) per      share     Balance Sheet Highlights:    — Ended the quarter with cash balance of $9.1 million and undrawn      available revolver of $50.0 million   — Debt balance decreased by $51 million year-over-year, a 17% improvement   — Company is in full compliance with all of its debt covenants with      debt-to-EBITDA leverage ratio at 4.38x at the end of the quarter,      meaningfully lower than the 5.25x covenant requirement   — Lower third quarter debt-to-EBITDA ratio triggers fourth quarter 50      basis point interest rate reduction, an improvement to LIBOR +350     Recent Operating and Restructuring Highlights:    — Previously announced restructuring plan on track to achieve $5 million      in annualized cost savings   — Launched company-wide supply chain cost reduction initiative and other      rightsizing initiatives that are expected to result in additional cost      savings in 2009   — Entered into an agreement with SIRUS XM RADIO outlining key terms for      winding down this business by January 31, 2009, the expiration date of      the current distribution agreement    

“We are pleased with our overall financial performance during the third quarter as we continued to make improvements in many controllable aspects of our business,” commented James E. Minarik, DEI Holdings’ President and Chief Executive Officer. “Even though our top line performance was negatively impacted by the challenging consumer environment, our improved operating efficiencies and financial discipline enabled us to achieve higher operating income and profitability compared to this period last year, resulting in trailing twelve month adjusted EBITDA of $59 million.”

“While it is never an easy decision to exit any market, there are a number of factors that made exiting the satellite radio business the only logical choice for us. These factors include a dramatic drop in demand for aftermarket satellite radio, increasing warranty returns and decreasing margins that we and our customers have experienced throughout 2007 and 2008 on satellite radio products, and the large working capital commitment required for this relatively low margin business. Exiting this business will allow us to return 100% of our focus in 2009 to improving the experience we deliver to our customers and growing our highly profitable security and entertainment businesses.”

Kevin Duffy, DEI Holdings’ CFO, commented, “Exiting the satellite radio business will not only allow us to focus on our core business, but also increase our ability to pay down debt by recovering the $20 to $25 million of working capital we have committed to this business. Additionally, we are pleased with the terms of our wind-down agreement, as SIRIUS XM or their new partner will be purchasing substantially all of our remaining satellite radio inventory in the first quarter of 2009. They will also be taking full responsibility for all future product returns and warranty costs after January 31, 2009, regardless of when the product was sold.”

Mr. Duffy continued, “Looking at the fourth quarter and into 2009, we anticipate that purchases of consumer electronics products will continue to decline significantly. As a result, we are taking every practical action to optimize our sales while preserving our margins. In addition, considering the realities of selling into this uncertain market, as well as our planned exit from the satellite radio receiver business next year, we plan to continue rightsizing our facilities and other overhead in all divisions of the company. Combined with the restructuring initiatives we have already implemented, we are confident that we are as well positioned as possible from an operational perspective to weather the current environment.”

Third Quarter 2008 Results

As a reminder, prior to January 1, 2008, the company accounted for sales of SIRIUS XM-related hardware products on a gross basis. The November 2007 amendment to the company’s agreement with SIRIUS XM significantly reduced the company’s risks in this business. Consequently, in accordance with EITF 99-19, satellite radio revenues are now reported on a net basis calculated as gross amounts billed to customers less (i) amounts paid to suppliers, (ii) rebates and discounts, and (iii) other direct costs. The change in the application of the company’s accounting policy did not affect reported gross profit, operating income, or net income. In the first quarter of 2008, the company also began providing gross margins by product category.

Sales

Pro forma net sales in the third quarter of 2008 totaled $76.7 million compared with $84.5 million in the third quarter of 2007, a 9% reduction. With the previously mentioned change in the satellite radio sales reporting method, the company’s GAAP net sales were $61.8 million in the third quarter of 2008 compared with $84.5 million in the third quarter of 2007.

Gross Margins

For the third quarter of 2008, gross margins were 46.9% compared with 35.0% for the third quarter of 2007, a 12% margin increase. The increase is attributable to the change in accounting for the company’s satellite radio products to a net basis as described above, as well as improvements in the company’s security and entertainment and satellite radio margins.

Operating Expenses

Operating expenses decreased $3.0 million, or 12.3%, to $21.3 million in the third quarter of 2008 compared with $24.3 million in the third quarter of 2007 due to a decrease in headcount, marketing and travel expenses, audit and tax compliance fees, and fixed asset write-offs. These decreases were partially offset by $0.6 million in restructuring charges related to workforce rightsizing initiatives as well as higher fuel prices.

Interest Expense

Net interest expense decreased $1.0 million, or 14.9%, to $5.7 million in the third quarter of 2008 compared with $6.7 million in the third quarter of 2007. The decrease was primarily due to lower levels of outstanding debt on the company’s senior credit facility in the third quarter of 2008. The company’s total debt decreased 16.6%, from $309.9 million as of September 30, 2007 to $258.6 million as of September 30, 2008.

Income

Operating income increased $2.5 million, or 48.1%, to $7.7 million in the third quarter of 2008 compared with $5.2 million in the third quarter of 2007.

Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization), which includes adjustments as defined by the company’s lending agreement, increased 29% to $10.7 million in the third quarter of 2008 compared with $8.3 million in the third quarter of 2007. A quantitative reconciliation from the company’s GAAP results to its pro forma and adjusted results is provided in the accompanying tables.

The company’s net income for the third quarter of 2008 was $1.1 million, or $0.04 per diluted share, compared with a net loss of ($1.3) million, or ($0.05) per diluted share, for the third quarter of 2007.

Third Quarter Product Category Results

The following table provides pro forma sales and margins on a product category basis for the third quarter of 2008 compared with the third quarter of 2007. The following pro forma financial results are reconciled to GAAP results in the accompanying tables.

                      Security &                    Entertainment     Satellite Radio         Total                 Qtr Ended Qtr EndedQtr Ended Qtr Ended Qtr Ended Qtr Ended                 9/30/2008 9/30/2007 9/30/20089/30/2007 9/30/2008 9/30/2007   Pro Forma    Results:   Net Product    Sales          $58,753  $65,998  $17,132    $17,463   $75,885    $83,461   Royalty &    Other              821      873       17        156       838      1,029     Net Sales     $59,574  $66,871  $17,149    $17,619   $76,723    $84,490    Cost of Sales    32,846   37,668  14,879     17,234    47,725     54,902     Gross Profit  $26,728  $29,203   $2,270       $385  $28,998    $29,588       % Margin      44.9%    43.7%    13.2%       2.2%     37.8%      35.0%     Security & Entertainment  

Security and entertainment product sales, net of rebates, decreased $7.2 million, or 11.0%, to $58.8 million in the third quarter of 2008 compared with $66.0 million in the third quarter of 2007. Strong sales of Polk Audio products to Best Buy were more than offset by overall consumer weakness in many regions of the United States.

Gross profit margin on security and entertainment products increased to 44.9% in the third quarter of 2008 compared with 43.7% in the third quarter of 2007. The gross margin rate increase was primarily attributable to lower warranty returns costs and strategic price increases during 2008.

Satellite Radio

Satellite radio pro forma product sales, net of rebates and sales returns, for the third quarter of 2008 totaled $17.1 million, a 2.3% decrease compared with $17.5 million for the third quarter of 2007. Satellite radio pro forma gross product sales decreased 34% during the third quarter of 2008 compared with the third quarter of 2007. This decrease is partially attributable to a company-initiated plan that reduced sales to Sirius.com, as these sales carried lower than average margins and required high working capital. Satellite radio sales also decreased to other major retailers as consumer demand for aftermarket satellite radio was lower in the third quarter of 2008 compared with the third quarter 2007.

With the implementation of the previously mentioned net reporting accounting policy, GAAP satellite radio sales, net of $14.9 million in direct costs, totaled $2.3 million for the third quarter of 2008.

On a pro forma basis, gross profit margin on satellite radio sales increased from 2.2% in the third quarter of 2007 to 13.2% in the third quarter of 2008. The increase in our margin was primarily attributable to an improvement in the company’s warranty and sales returns experience.

Balance Sheet and Cash Flows

The company generated $17.6 million of operating cash flow for the first nine months of 2008 and ended the quarter with $9.1 million in cash and an undrawn revolver of $50.0 million. At the end of the third quarter of 2008, total debt was $258.6 million, a decrease of $51.3 million, or 16.6%, compared with total debt of $309.9 million as of September 30, 2007, which included $7.0 million drawn on the revolver.

Conference Call and Webcast

DEI Holdings will host a conference call and webcast to discuss its financial results today at 5:00 p.m. Eastern Time. The conference call may include forward-looking statements. This call will be webcast live on the Investor Relations section of the company’s website at http://www.deiholdings.com/ and will be archived and available for replay approximately three hours after the live event. The audio replay will be available through 11:59 p.m., November 19, 2008. The company’s financial results are also available online at http://www.deiholdings.com/.

To participate in the conference call, investors should dial 800-762-8795 ten minutes prior to the call. International callers should dial 480-629- 9031. A telephone replay of the call will be available through 11:59 p.m. Eastern Time on November 19, 2008 by calling 800-406-7325 (passcode: 3933006). International callers should dial 303-590-3030 and use the same passcode.

About DEI Holdings

Headquartered in Southern California, DEI Holdings, Inc. is the parent company of some of the most respected brands in the consumer electronics industry. DEI Holdings is the largest designer and marketer in North America of premium home theater loudspeakers (sold under the Polk Audio(R) and Definitive Technology(R) brand names), and consumer-branded vehicle security and remote start systems (sold under the Viper(R), Clifford(R), Python(R), Autostart(R) and other brand names). DEI Holdings is also a supplier of mobile audio sold principally under both the Polk Audio and Orion brand names. DEI Holdings markets its broad portfolio of products through many channels including leading national retailers and specialty chains throughout North America and around the world. Founded in 1982, the company has operations in California, Maryland, Canada, Europe, and Asia. For more information, please visit http://www.deiholdings.com/.

Forward-Looking Statements

Certain statements in this news release that are not historical fact constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by the use of terms such as “may,”"should,”"might,”"believe,”"expect,”"anticipate,”"estimate,” and similar words, although some may be expressed differently. Forward-looking statements in this release include, but are not limited to, statements as to expected savings from the company’s restructuring initiatives and the company’s ability to recover working capital and pay down debt. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results of DEI Holdings to be materially different from historical results or from any results expressed or implied by such forward-looking statements. These factors include competition in the consumer electronics industry, development of new products and changing demand of customers, reliance on certain key customers, adverse developments affecting SIRIUS XM Satellite Radio, decline in consumer spending, reliance on certain manufacturers and their ability to maintain satisfactory delivery schedules, disruption in supply chain, shortages of components and materials, economic risks associated with changes in social, political, regulatory, and economic conditions in the countries where the company’s products are manufactured, quality installation of products by customers, significant product returns or product liability claims, compliance with various state and local regulations, risks with international operations, impairment of goodwill and intangible assets, claims related to intellectual property, ability to service debt obligations, restrictive terms of the company’s senior secured credit facility, vulnerability to increases in interest rates, disruption in distribution centers, ability to raise additional capital if needed, dependence on senior management, ability to realize on investments made in the business, and integration of acquired businesses. Certain of these factors, as well as various additional factors, are discussed from time to time in the reports filed by DEI Holdings with the Securities and Exchange Commission, including the Form 10-K for the year ended December 31, 2007. DEI Holdings disclaims any intent or obligation to update these forward-looking statements.

                               DEI HOLDINGS, INC.                       Consolidated Statements of Income              (unaudited, in thousands, except per share amounts)                                                 GAAP           Pro Forma                                         Quarter Quarter  Quarter  Quarter                                          Ended   Ended    Ended    Ended                                      9/30/2008 9/30/2007 9/30/2008 9/30/2007   Sales:     Security and entertainment      product sales, net                $58,753  $65,998   $58,753  $65,998     Satellite radio product sales,      net                                 2,253   17,463    17,132   17,463     Net product sales                   61,006   83,461    75,885   83,461     Royalty and other revenue              838    1,029       838    1,029   Net Sales                             61,844   84,490    76,723   84,490    Cost of sales:     Cost of security and entertainment      sales                              32,846   37,668    32,846   37,668     Cost of satellite radio sales          –     17,234    14,879   17,234   Total cost of sales                   32,846   54,902    47,725   54,902   Gross profit                          28,998   29,588    28,998   29,588    Operating expenses:     Selling, general and administrative 21,346   24,339    21,346   24,339     Provision for litigation               –        –         –        –   Total operating expenses              21,346   24,339    21,346   24,339    Income from operations                 7,652    5,249     7,652    5,249    Other income (expense):     Interest expense, net               (5,713)  (6,659)   (5,713)  (6,659)    Income before provision for income    taxes                                 1,939   (1,410)    1,939   (1,410)    Provision for (benefit from) income    taxes                                   845     (158)      845     (158)    Net income                            $1,094  $(1,252)   $1,094  $(1,252)    Net income per common share:     Basic                                $0.04   $(0.05)    $0.04   $(0.05)     Diluted                              $0.04   $(0.05)    $0.04   $(0.05)    Weighted average number of shares:     Basic                               25,803   25,904    25,803   25,904     Diluted                             25,812   25,904    25,812   25,904    

This earnings release includes information presented on a pro forma basis. These pro forma financial measures are considered “non-GAAP” financial measures within the meaning of SEC Regulation G. The company believes that this presentation of pro forma results provides useful information to both management and investors by excluding specific revenue, costs and expenses that the company believes are not indicative of core operating results. Additionally, in accordance with GAAP, beginning in the first quarter of 2008, the company reported satellite radio sales on a net basis, but has not recast prior period satellite radio sales as the change in presentation is not considered a change in accounting principle but is the application of the same principle to different facts and circumstances. For comparison and discussion purposes, the company provides sales and cost information on a gross basis. Although not in accordance with GAAP, the company believes this information is informative as to the level of its satellite radio business, provides increased transparency, and presents satellite radio sales on a basis comparable to prior periods and to security and entertainment sales. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with generally accepted accounting principles. The reconciliations set forth below are provided in accordance with Regulation G and reconcile the pro forma financial measures with the most directly comparable GAAP-based financial measures.

                              DEI HOLDINGS, INC.    Reconciliation of GAAP to Pro Forma Net Sales, Cost of Sales, and Gross                                    Profit                           (unaudited, in thousands)                                      As      Reclass                   As                                  Reported  -ification   Pro Forma  Reported                                   Quarter   Quarter     Quarter     Quarter                                    Ended      Ended       Ended      Ended                                   9/30/2008  9/30/2008   9/30/2008  9/30/2007   Sales:     Security and      entertainment      product sales, net           $58,753       $-       $58,753    $65,998     Satellite radio product      sales, net                     2,253     14,879      17,132     17,463        Net product sales           61,006     14,879      75,885     83,461     Royalty and other revenue      related to S&E products          821        –           821        873     Other revenues related to      satellite radio products          17        –            17        156        Royalty and other revenue      838        –           838      1,029   Net Sales                        61,844     14,879      76,723     84,490    Cost of sales:     Cost of security and      entertainment sales            32,846       –        32,846     37,668     Cost of satellite radio sales      –      14,879      14,879     17,234   Total cost of sales               32,846    14,879      47,725     54,902    S&E gross profit, including    royalty and other revenue        26,728       –        26,728     29,203   Satellite radio gross profit,    including other revenue           2,270       –         2,270        385   Consolidated gross profit        $28,998      $-       $28,998    $29,588    Security and entertainment gross    profit margin                     44.9%                 44.9%      43.7%   Satellite radio gross profit    margin                              n/a                 13.2%       2.2%   Consolidated gross profit margin   46.9%                 37.8%      35.0%                                  DEI HOLDINGS, INC.      Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA (Note 1)                           (unaudited, in thousands)                                                Quarter           Quarter                                               Ended             Ended                                             9/30/2008         9/30/2007   Net income (loss)                           $1,094           $(1,252)   Adjustments:     Interest expense, net                      5,713             6,659     Depreciation                                 928               662     Amortization                               1,640             1,818     Taxes                                        845              (158)   EBITDA (Note 1)                            $10,220            $7,729     Non-cash stock-based compensation            305               242     Other                                        126               333   Adjusted EBITDA (Note 1)                   $10,651            $8,304    

Note 1: EBITDA (earnings before interest, income taxes, depreciation, and amortization, including goodwill and intangible asset impairment) is not a measure of financial performance under generally accepted accounting principles, or GAAP, but is used by some investors to determine a company’s ability to service or incur indebtedness. Adjusted EBITDA is presented as it includes other adjustments permitted under the company’s lending agreement for covenant calculations. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with generally accepted accounting principles. The reconciliation set forth above is provided in accordance with Regulation G and reconciles EBITDA and adjusted EBITDA with the most directly comparable GAAP-based financial measure. EBITDA is not calculated in the same manner by all companies and accordingly is not necessarily comparable to similarly entitled measures of other companies and may not be an appropriate measure for performance relative to other companies. EBITDA is not intended to represent and should not be considered more meaningful than, or as an alternative to, measures of operating performance as determined in accordance with GAAP.

                              DEI HOLDINGS, INC.                       Consolidated Statements of Income              (unaudited, in thousands, except per share amounts)                                             GAAP             Pro Forma                                       YTD       YTD       YTD       YTD                                    9/30/2008 9/30/2007 9/30/2008 9/30/2007   Sales:     Security and entertainment      product sales, net             $166,759  $185,292  $166,759  $185,292     Satellite radio product sales,      net                               9,511    60,637    55,423    60,637     Net product sales                176,270   245,929   222,182   245,929     Royalty and other revenue          4,995     3,224     4,995     3,224   Net Sales                          181,265   249,153   227,177   249,153    Cost of sales:     Cost of security and      entertainment sales              91,321   105,015    91,321   104,073     Cost of satellite radio sales        –      54,537    45,912    54,537   Total cost of sales                 91,321   159,552   137,233   158,610   Gross profit                        89,944    89,601    89,944    90,543    Operating expenses:     Selling, general and      administrative                   69,724    69,338    69,724    69,338     Provision for litigation             –       5,074       –        (420)   Total operating expenses            69,724    74,412    69,724    68,918    Income from operations              20,220    15,189    20,220    21,625    Other income (expense):     Interest expense, net            (17,952)  (20,352)  (17,952)  (20,352)    Income (loss) before provision    for income taxes                    2,268    (5,163)    2,268     1,273    Provision for (benefit from)    income taxes                        1,757    (1,154)    1,757     1,324    Net income (loss)                     $511   $(4,009)     $511      $(51)    Net income (loss) per common    share:      Basic                             $0.02    $(0.15)    $0.02    $(0.00)      Diluted                           $0.02    $(0.15)    $0.02    $(0.00)    Weighted average number of    shares:      Basic                            25,830    25,929    25,830    25,929      Diluted                          25,845    25,929    25,845    25,929                                DEI HOLDINGS, INC.              Pro Forma Sales and Margins by Product Category                         (unaudited, in thousands)                       Security &                    Entertainment     Satellite Radio          Total                     YTD      YTD      YTD       YTD       YTD       YTD                 9/30/2008 9/30/2007 9/30/2008 9/30/2007 9/30/2008 9/30/2007   Pro Forma    Results:   Net Product    Sales         $166,759  $185,292   $55,423   $60,637  $222,182  $245,929   Royalty &    Other            4,861     2,917       134       307     4,995     3,224     Net Sales    $171,620  $188,209   $55,557   $60,944  $227,177  $249,153    Cost of Sales    91,321   105,015    45,912    54,537   137,233   159,552     Gross Profit  $80,299   $83,194    $9,645    $6,407   $89,944   $89,601     % Margin        46.8%     44.2%     17.4%     10.5%     39.6%     36.0%    

This earnings release includes information presented on a pro forma basis. These pro forma financial measures are considered “non-GAAP” financial measures within the meaning of SEC Regulation G. The company believes that this presentation of pro forma results provides useful information to both management and investors by excluding specific revenue, costs and expenses that the company believes are not indicative of core operating results. Additionally, in accordance with GAAP, beginning in the first quarter of 2008, the company reported satellite radio sales on a net basis, but has not recast prior period satellite radio sales as the change in presentation is not considered a change in accounting principle but is the application of the same principle to different facts and circumstances. For comparison and discussion purposes, the company provides sales and cost information on a gross basis. Although not in accordance with GAAP, the company believes this information is informative as to the level of its satellite radio business, provides increased transparency, and presents satellite radio sales on a basis comparable to prior periods and to security and entertainment sales. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with generally accepted accounting principles. The reconciliations set forth below are provided in accordance with Regulation G and reconcile the pro forma financial measures with the most directly comparable GAAP-based financial measures.

                               DEI HOLDINGS, INC.    Reconciliation of GAAP to Pro Forma Net Sales, Cost of Sales, and Gross                                     Profit                           (unaudited, in thousands)                                           As     Reclass               As                                      Reported -ification Pro Forma  Reported                                          YTD      YTD       YTD       YTD                                      9/30/2008 9/30/2008 9/30/2008 9/30/2007   Sales:     Security and entertainment      product sales, net               $166,759    $-     $166,759  $185,292     Satellite radio product sales,      net                                 9,511  45,912     55,423    60,637       Net product sales                176,270  45,912    222,182   245,929     Royalty and other revenue related      to S&E products                     4,861     –        4,861     2,917     Other revenues related to satellite      radio products                        134     –          134       307       Royalty and other revenue          4,995     –        4,995     3,224   Net Sales                            181,265  45,912    227,177   249,153    Cost of sales:     Cost of security and entertainment      sales                              91,321     –       91,321   105,015     Cost of satellite radio sales          –    45,912     45,912    54,537   Total cost of sales                   91,321  45,912    137,233   159,552    S&E gross profit, including royalty    and other revenue                    80,299     –       80,299    83,194   Satellite radio gross profit,    including other revenue               9,645     –        9,645     6,407   Consolidated gross profit            $89,944    $-      $89,944   $89,601    Security and entertainment gross    profit margin                         46.8%              46.8%     44.2%   Satellite radio gross profit margin      n/a              17.4%     10.5%   Consolidated gross profit margin       49.6%              39.6%     36.0%                                  DEI HOLDINGS, INC.             Reconciliation of GAAP to Pro Forma Net Income (Loss)              (unaudited, in thousands, except per share amounts)                                                YTD                YTD                                            9/30/2008          9/30/2007   GAAP net income (loss)                      $511            $(4,009)   Adjustments:     Gross profit reduction from purchase      accounting                                –                  942     Patent litigation costs                    –                5,494     Tax effects of adjustments                 –               (2,478)   Pro forma net income (loss)                 $511               $(51)    GAAP net income (loss) per common    share, diluted                            $0.02             $(0.15)   Pro forma net income (loss) per    common share, diluted                     $0.02             $(0.00)    Diluted weighted average number of    shares (GAAP and pro forma)              25,830             25,929                                  DEI HOLDINGS, INC.   Reconciliation of GAAP Net Income (Loss) to Pro Forma and Adjusted EBITDA                                    (Note 1)                           (unaudited, in thousands)                                                  YTD               YTD                                             9/30/2008         9/30/2007   Net income (loss)                            $511           $(4,009)   Adjustments:     Interest expense, net                     17,952            20,352     Depreciation                               2,363             1,916     Amortization                               4,930             5,231     Taxes                                      1,757            (1,154)   EBITDA (Note 1)                            $27,513           $22,336     Gross profit reduction from purchase      accounting                                  –                 942     Patent litigation costs                      –               5,494   Pro forma EBITDA (Note 1)                  $27,513           $28,772     Non-cash stock-based compensation            935               657     Other                                      1,447               227   Adjusted EBITDA (Note 1)                   $29,895           $29,656    

Note 1: EBITDA (earnings before interest, income taxes, depreciation, and amortization, including goodwill and intangible asset impairment) is not a measure of financial performance under generally accepted accounting principles, or GAAP, but is used by some investors to determine a company’s ability to service or incur indebtedness. The company presents pro forma EBITDA as it believes that pro forma results provide useful information to both management and investors by excluding specific revenue, costs and expenses that the company believes are not indicative of core operating results. Adjusted EBITDA is presented as it includes other adjustments permitted under the company’s lending agreement for covenant calculations. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with generally accepted accounting principles. The reconciliation set forth above is provided in accordance with Regulation G and reconciles EBITDA, pro forma EBITDA, and adjusted EBITDA with the most directly comparable GAAP-based financial measure. EBITDA is not calculated in the same manner by all companies and accordingly is not necessarily comparable to similarly entitled measures of other companies and may not be an appropriate measure for performance relative to other companies. EBITDA is not intended to represent and should not be considered more meaningful than, or as an alternative to, measures of operating performance as determined in accordance with GAAP.

                              DEI HOLDINGS, INC.                     Condensed Consolidated Balance Sheets                                (in thousands)                                                 September 30,    December 31,                                                    2008              2007   ASSETS    Cash and cash equivalents                       $9,052            $4,760   Accounts receivable, net                        58,679            77,366   Inventories                                     79,109            64,219   Other current assets                            16,267            22,936       Total current assets                        163,107           169,281    Property and equipment, net                      7,473             7,353   Intangible assets, net                         151,736           157,265   Other assets                                     7,001             6,535       Total assets                               $329,317          $340,434     LIABILITIES AND SHAREHOLDERS’ EQUITY    (DEFICIT)    Accounts payable                               $48,636           $44,814   Accrued expenses                                22,738            28,527   Current portion of notes payable                   667             2,669       Total current liabilities                    72,041            76,010    Revolving loan                                     –               4,000   Senior notes, less current portion             257,924           260,257   Deferred tax liability                          10,114             8,864   Other liabilities                                3,284             5,201       Total liabilities                           343,363           354,332    Shareholders’ equity (deficit)                 (14,046)          (13,898)       Total liabilities and       shareholders’ equity (deficit)            $329,317          $340,434  

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DEI Holdings, Inc.

CONTACT: Kevin Duffy, Chief Financial Officer of DEI Holdings, Inc.,+1-760-598-6200, or John Mills of Integrated Corporate Relations,+1-310-954-1100, for DEI Holdings, Inc.

Web site: http://www.deiholdings.com/