-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DDYy1rvuiZZ2AcHDpN2cg3lb5Iblumc89wxUopivE0XMDCfTl8sNKSvIvRs2KFDY BFpKM8eu/4M0HOCllSPDvw== 0000897101-05-001685.txt : 20050728 0000897101-05-001685.hdr.sgml : 20050728 20050728103109 ACCESSION NUMBER: 0000897101-05-001685 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050727 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050728 DATE AS OF CHANGE: 20050728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTRICON CORP CENTRAL INDEX KEY: 0000088790 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 231069060 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05005 FILM NUMBER: 05979430 BUSINESS ADDRESS: STREET 1: 1260 RED FOX ROAD CITY: ARDEN HILLS STATE: MN ZIP: 55112 BUSINESS PHONE: 6516369770 MAIL ADDRESS: STREET 1: 1260 RED FOX ROAD CITY: ARDEN HILLS STATE: MN ZIP: 55112 FORMER COMPANY: FORMER CONFORMED NAME: SELAS CORP OF AMERICA DATE OF NAME CHANGE: 19920703 8-K 1 int053209_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 27, 2005 INTRICON CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-5005 23-1069060 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1260 Red Fox Road, Arden Hills, MN 55112 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (651) 636-9770 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following information is being provided pursuant to Item 2.02. Such information, including the exhibit attached hereto, should not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. On July 27, 2005 IntriCon Corporation announced earnings for the three and six months ended June 30, 2005 and discussed recent developments. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. ITEM 7.01. REGULATION FD DISCLOSURE The following information is being provided pursuant to Item 7.01. Such information, including the exhibit attached hereto, should not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information contained under Item 2.02 is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release dated July 27, 2005 ================================================================================ SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IntriCon Corporation By: /s/ William J. Kullback -------------------------------- Date: July 27, 2005 William J. Kullback Chief Financial Officer EXHIBIT INDEX 99.1 Press Release dated July 27, 2005 EX-99.1 2 int053209_ex99-1.txt FOR IMMEDIATE RELEASE INTRICON REPORTS STRONG GROWTH IN 2005 SECOND QUARTER SALES UP 39 PERCENT OVER PRIOR-YEAR PERIOD ST. PAUL, MINN. -- JULY 27, 2005 -- INTRICON CORPORATION (AMEX: IIN) today announced financial results for its second quarter ended June 30, 2005. For the quarter, the company reported sales of $11.6 million, up from $8.4 million for the 2004 second quarter. The 39 percent year-over-year growth--20 percent sequentially from the 2005 first quarter--was driven by sales increases across all of IntriCon's product groups, with medical especially strong, rising 76 percent from the prior-year period. The company reported income from continuing operations for the 2005 second quarter of $673,000, or $.13 per share, from income of $1.4 million, or $.26 per share, for the year-ago period, which included a $3.1 million pre-tax gain related to the sale of IntriCon's Dresher, Pa., property. "Demand across all of our product groups increased in the second quarter, fueling record sales for the company's four core markets," said Mark S. Gorder, president and chief executive officer of IntriCon. "We believe that this performance further confirms that our focus on the company's established opportunities in hearing health, professional audio and electronics, and emerging opportunities in medical is the right strategy for success. New products in all of our markets spurred growth during the quarter, and our team is working to continue to further expand our product offering." For the six-month period, IntriCon reported sales of $21.4 million and income from continuing operations of $420,000, or $.08 per share. This compares to 2004 six-month sales of $17.7 million and income from continuing operations of $645,000, or $.13 per share, which also included the $3.1 million gain from the sale of the company's Dresher, Pa., property noted above. Total 2005 second-quarter net income (which includes both continuing and discontinued operations) was $317,000, or $.06 per share, compared with net income of $2.0 million, or $.38 per share, in 2004. For the six months ended June 30, 2005, total net income was $527,000, or $.10 per share, compared with net income of $1.2 million, or $.23 per share, for the year-ago period. (more) IntriCon Corporation July 27, 2005 Page 2 Gorder stated: "IntriCon's transition from its legacy businesses is complete. We've divested all non-core assets and are now focused on building our business in the four key markets that we believe offer meaningful growth opportunities, based on our competencies." BUSINESS UPDATE For the second quarter, professional audio sales increased due to demand for all products, and in particular, IntriCon's I-Mic device, an ear-worn microphone for the entertainment, broadcast and public speaking markets. Hearing-health sales benefited from new platforms in IntriCon's advanced line of amplifier assemblies and full systems based on Digital Signal Processing (DSP). Medical product orders strengthened with growth in existing projects and the continued ramp-up of new projects with several leading medical OEM customers. During the quarter, IntriCon continued to shift certain production to its Singapore facility, which offers customers a low-cost manufacturing option. In addition, the company recently partnered with a Malaysian firm to further reduce manufacturing costs. Said Gorder, "We strive both to increase savings for customers and speed time to market. Our facility in Singapore and our new partnership in Malaysia allow us to accomplish that while maintaining our rigorous quality standards." GROWTH STRATEGY IntriCon gained significant traction across its four markets during the second quarter--growing sales 39 percent over the prior-year second quarter and 20 percent compared to the first quarter of 2005. The company's focus remains on medical, hearing health, professional audio communications and electronics. Said Gorder, "With our strong expertise and core competencies in the robotic manufacture of miniature and micro-miniature electronics products, we believe we are well suited to compete in our markets, and in particular, in the growing medical device market. As we've previously stated, medical will continue to be a key initiative for IntriCon going forward, and we're encouraged by the 76 percent year-over-year gain." (more) IntriCon Corporation July 27, 2005 Page 3 ABOUT INTRICON CORPORATION Headquartered in Arden Hills, Minn., IntriCon, formerly Selas Corporation of America, designs, develops, engineers and manufactures microminiaturized medical and electronic products. The company supplies microminiaturized components, systems and molded plastic parts, primarily to the hearing instrument manufacturing industry, as well as the computer, government, electronics, telecommunications and medical equipment industries. The company has facilities in the United States, Asia and Europe. IntriCon common stock trades under the symbol "IIN" on the American Stock Exchange. The company's Web site address is www.intricon.com. FORWARD-LOOKING STATEMENTS Statements made in this release and in IntriCon's other public filings and releases that are not historical facts or that include forward-looking terminology such as "may", "will", "believe", "expect", "optimistic" or "continue" or the negative thereof or other variations thereon are "forward-looking statements" within the meaning of the Securities Exchange Act of 1934 as amended. These forward-looking statements include, without limitation, statements concerning future growth, future improved financial performance, emerging prospects and the positioning of the company to compete in chosen markets. These forward-looking statements are affected by known and unknown risks, uncertainties and other factors that are, in some cases beyond the company's control, and may cause the company's actual results, performance or achievements to differ materially from the results, performance and achievements expressed or implied in the forward-looking statements. These risks, uncertainties and factors include, without limitation, the risk that the company may not be able to achieve its long-term strategy, weakening demand for products of the company due to general economic conditions, possible non-performance of developing technological products, the volume and timing of orders received by the company, changes in the mix of products sold, competitive pricing pressures, availability of electronic components for the company's products, ability to create and market products in a timely manner, risks arising in connection with the insolvency of Selas SAS, competition by competitors with more resources than the company, foreign currency risks arising from the company's foreign operations, and other risks detailed from time to time in the company's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2004. The company disclaims any intent or obligation to publicly update or revise any forward-looking statements, regardless of whether new information becomes available, future developments occur or otherwise. CONTACTS At IntriCon: At Padilla Speer Beardsley: William J. Kullback, CFO Marian Briggs/Matt Sullivan 651-604-9638 612-455-1700 bkullback@intricon.com mbriggs@psbpr.com / msullivan@psbpr.com (more) IntriCon Corporation July 27, 2005 Page 4 INTRICON CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended ------------------ Restated June 30, June 30, 2005 2004 ------------ ------------- Sales, net $ 11,601,372 $ 8,354,419 Cost of sales 8,190,293 6,296,374 ------------ ------------ Gross margin 3,411,109 2,058,045 Operating expenses: Selling expense 884,616 937,488 General and administrative expense 1,284,519 1,330,172 Research and development expense 358,820 415,149 ------------ ------------ Total operating expenses 2,527,955 2,682,809 Gain on sale of asset held for sale -- 3,109,627 Operating income 883,154 2,484,863 Interest expense (107,622) (151,825) Interest income 19,538 504 Other income, net 70,882 4,388 ------------ ------------ Income from continuing operations before income taxes 865,952 2,337,930 Income tax expense 192,595 979,004 ------------ ------------ Income from continuing operations 673,356 1,358,926 Income (loss)from discontinued operations, net of income tax expense (benefit) (356,415) 608,778 ------------ ------------ Net income $ 316,941 $ 1,967,704 ============ ============ Income (loss) per share: Basic: Continuing operations $ .13 $ .26 Discontinued operations (.07) .12 ------------ ------------ $ .06 $ .38 ============ ============ Diluted: Continuing operations $ .13 $ .26 Discontinued operations (.07) .12 ------------ ------------ $ .06 $ .38 ============ ============ Average shares outstanding: Basic 5,129,214 5,129,214 Diluted 5,286,903 5,151,436 (more) IntriCon Corporation July 27, 2005 Page 5 INTRICON CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) Six Months Ended ---------------- Restated June 30, June 30, 2005 2004 ------------ ------------- Sales, net $ 21,387,546 $ 17,692,497 Cost of sales 15,594,065 13,213,643 ------------ ------------ Gross margin 5,793,481 4,478,854 Operating expenses: Selling expense 1,688,214 1,928,296 General and administrative expense 2,536,933 2,895,387 Research and development expense 765,754 875,783 ------------ ------------ Total operating expenses 4,990,901 5,699,466 Gain on sale of asset held for sale -- 3,109,627 Operating income 802,580 1,889,015 Interest expense (219,665) (247,901) Interest income 18,582 1,345 Other income, net 106,754 99,251 ------------ ------------ Income from continuing operations before income taxes 708,251 1,741,710 Income tax expense 288,421 1,096,410 ------------ ------------ Incoming from continuing operations 419,830 645,300 Income from discontinued operations, net of income tax expense 107,341 529,891 ------------ ------------ Net income $ 527,171 $ 1,175,191 ============ ============ Income per share: Basic: Continuing operations $ .08 $ .13 Discontinued operations .02 .10 ------------ ------------ $ .10 $ .23 ============ ============ Diluted: Continuing operations $ .08 $ .13 Discontinued operations .02 .10 ------------ ------------ $ .10 $ .23 ============ ============ Average shares outstanding: Basic 5,129,214 5,129,214 Diluted 5,291,396 5,149,467 (more) IntriCon Corporation July 27, 2005 Page 6 INTRICON CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS ASSETS (UNAUDITED) Restated June 30, December 31, 2005 2004 ----------- ------------ Current assets: Cash $ 155,603 $ 246,430 Restricted cash 438,917 449,613 Accounts receivable (less allowance for doubtful accounts of $178,000 in 2005 and $177,000 in 2004) 5,907,846 4,996,705 Inventories 5,740,390 4,287,643 Refundable Income Tax 17,726 46,163 Other current assets 435,583 379,318 Assets of discontinued operations -- 6,834,256 ----------- ----------- Total current assets 12,696,065 17,240,128 Property, plant and equipment: Land 170,500 170,500 Buildings 1,732,914 1,732,914 Machinery and equipment 26,305,746 25,635,452 ----------- ----------- 28,209,160 27,538,866 Less: Accumulated depreciation 21,149,999 20,260,792 ----------- ----------- Net property, plant and equipment 7,059,161 7,278,074 Note receivable from sale of discontinued operations 575,000 -- Goodwill 5,264,585 5,264,585 Other assets, net 1,098,892 1,156,449 ----------- ----------- $26,693,703 $30,939,236 =========== =========== (more) IntriCon Corporation July 27, 2005 Page 7 INTRICON CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS LIABILITIES AND SHAREHOLDERS' EQUITY Restated June 30, December 31, Current liabilities: 2005 2004 ------------ ------------- Notes payable $ 3,222,324 $ 3,740,393 Checks written in excess of cash 153,555 665,098 Current maturities of long-term debt 54,051 1,458,470 Accounts payable 3,441,754 2,211,909 Income taxes payable 282,582 -- Customer's advance payments on contracts 78,616 75,000 Liabilities of discontinued operations -- 4,266,899 Other accrued liabilities 2,930,098 2,638,889 ------------ ------------ Total current liabilities 10,162,980 15,056,658 Long term debt, less current maturities 218,040 -- Other postretirement benefit obligations 2,404,964 2,710,106 Deferred income taxes 29,586 143,902 Accrued pension liabilities 875,416 900,713 Commitments and contingencies Shareholders' equity: Common shares, $1 par; 10,000,000 shares authorized; 5,644,968 shares issued 5,644,968 5,644,968 Additional paid-in capital 12,025,790 12,025,790 Accumulated deficit (3,153,540) (3,680,704) Accumulated other comprehensive loss (249,423) (597,119) Less: 515,754 common shares held in treasury, at cost (1,265,078) (1,265,078) ------------ ------------ Total shareholders' equity 13,002,717 12,127,857 ------------ ------------ $ 26,693,703 $ 30,939,236 ============ ============ ### -----END PRIVACY-ENHANCED MESSAGE-----