8-K

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)   October 25, 2005

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

Pennsylvania	1-5005	23-1069060
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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):

o Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 October 25, 2005, IntriCon Corporation announced earnings for the three and nine months ended September 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 October 25, 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:   October 25, 2005		William J. Kullback
		Chief Financial Officer

Exhibit Index

99.1   Press Release dated October 25, 2005

EX-99.1

Exhibit 99.1

INTRICON DELIVERS STRONG THIRD-QUARTER GROWTH
Sales up 39 Percent Over Prior-Year Period

ST. PAUL, Minn. — October 25, 2005 — IntriCon Corporation (AMEX: IIN), a designer, developer, manufacturer and distributor of miniature and microminiature medical and electronic products, today announced financial results for its third quarter ended September 30, 2005.

        For the quarter, the company reported sales of $11.9 million, up from $8.5 million for the 2004 third quarter. The 39 percent year-over-year growth was driven by strong sales increases in IntriCon’s medical, hearing health and professional audio product groups. Year-over-year, medical rose 66 percent in the third quarter, hearing health increased 57 percent and professional audio grew 24 percent.

        The company reported income from continuing operations for the 2005 third quarter of $174,000, or $.03 per share, a substantial improvement from a loss of $975,000, or $.19 per share, for the year-ago period.

        “The sales momentum that we generated in the second quarter carried over into the third, helping drive increases in medical, hearing health and professional audio, which significantly improved our bottom line,” said Mark S. Gorder, president and chief executive officer of IntriCon. “Through the combination of miniature and microminiature expertise, and new product offerings, we are effectively capturing new, larger projects from existing customers, as well as attracting sizeable new customers.”

        For the nine-month period, IntriCon reported sales of $33.3 million and income from continuing operations of $594,000, or $.11 per share. This compares to 2004 nine-month sales of $26.2 million and a loss from continuing operations of $330,000, or $.06 per share.

        Total 2005 third-quarter net income (which includes both continuing and discontinued operations) was $125,000, or $.02 per share, compared with a net loss of $5,000, or $.00 per share, in 2004. For the nine months ended September 30, 2005, total net income was $653,000, or $.12 per share, compared with net income of $1.2 million, or $.23 per share, for the year-ago period, which included a $3.1 million gain from the sale of the company’s Dresher, Pa., property.

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IntriCon 2005 Third-Quarter Results
October 25, 2005
Page 2

        Gorder stated: “In addition to the solid sales and earnings performance that we achieved during the third quarter, we also took steps to position our company for continued growth, including securing a line of credit with better terms.

        “While IntriCon delivered strong sales growth in its 2005 second and third quarters, we expect that factors such as seasonality and order timing may, from time to time, adversely impact the growth rate of future quarterly sales.”

Business Update
        For the third quarter, medical product sales strengthened with growth in existing projects and the continued ramp-up of new projects with several leading medical OEM customers. Hearing-health sales continued to benefit from new platforms in IntriCon’s advanced line of amplifier assemblies and systems based on Digital Signal Processing (DSP)—systems sales were up 119 percent over the prior-year period. Even with the absence of a large, one-time order from the Singapore military which favorably impacted 2004 sales, professional audio increased 24 percent in the 2005 third quarter due to strong demand for a variety of products.

        During the quarter, IntriCon closed on an $8.0 million new senior secured credit facility with Diversified Business Credit, Inc., a wholly owned subsidiary of Marshall & Ilsley Corporation, Milwaukee, Wis., and a $2.0 million secured line of credit with Oversea-Chinese Banking Corporation (OCBC). The company believes that the bank lines will provide it with the platform to achieve a more cost-efficient capital structure and to take advantage of new business opportunities in the marketplace.

        Said Gorder, “IntriCon now has the financial flexibility and expertise to compete in the miniature and microminiature electronics products space. Across our key markets, OEMs look to us to help design and manufacture their products, using proprietary technology and processes.”

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IntriCon 2005 Third-Quarter Results
October 25, 2005
Page 3

About IntriCon Corporation
Headquartered in Arden Hills, Minn., IntriCon, formerly Selas Corporation of America, designs, develops, manufactures and distributes miniature and microminiature medical and electronic products. The company is focused on four key markets: medical, hearing health, professional audio and communications, and electronics. IntriCon has facilities in the United States, Asia and Europe. The company’s common stock trades under the symbol “IIN” on the American Stock Exchange. For more information about IntriCon, visit 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 financial condition and performance, 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 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, 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: William J. Kullback, CFO 651-604-9638 bkullback@intricon.com	At Padilla Speer Beardsley: Marian Briggs 612-455-1700 mbriggs@psbpr.com

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IntriCon 2005 Third-Quarter Results
October 25, 2005
Page 4

IntriCon Corporation
Consolidated Condensed Statements of Operations
(Unaudited)

	Three Months Ended
				Restated
	September 30,			September 30,
	2005			2004
Sales, net	$	11,896,464		$	8,524,215
Costs of sales		8,989,356			6,849,639
Gross profit		2,907,108			1,674,576
Operating expenses:
Selling expense		826,852			889,371
General and administrative expense		1,291,753			1,245,042
Research and development expense		479,549			424,083
Total operating expenses		2,598,154			2,558,496
Operating income (loss)		308,954			(883,920	)
Interest expense		(65,679	)		(102,863	)
Interest income		16,310			1,715
Other income, net		11,587			17,822
Income (loss) from continuing operations before income taxes		271,172			(967,246	)
Income taxes expense		96,993			7,534
Income (loss) from continuing operations		174,179			(974,780	)
Income (loss) from discontinued operations, net of income taxes		(48,732	)		969,602
Net income (loss)	$	125,447		$	(5,178	)
Basic income (loss) per share:
Continuing operations	$	.03		$	(.19	)
Discontinued operations		(.01	)		.19
Net income (loss)	$	.02		$	(.00	)
Diluted income (loss) per share:
Continuing operations	$	.03		$	(.19	)
Discontinued operations		(.01	)		.19
Net income (loss)	$	.02		$	(.00	)
Average shares outstanding:
Basic		5,132,692			5,129,214
Diluted		5,384,767			5,129,214

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IntriCon 2005 Third-Quarter Results
October 25, 2005
Page 5

IntriCon Corporation
Consolidated Condensed Statements of Operations
(Unaudited)

	Nine Months Ended
				Restated
	September 30,			September 30,
	2005			2004
Sales, net	$	33,284,010		$	26,216,712
Costs of sales		24,583,421			20,063,282
Gross profit		8,700,589			6,153,430
Operating expenses:
Selling expense		2,515,066			2,817,667
General and administrative expense		3,828,688			4,140,429
Research and development expense		1,245,303			1,299,866
Total operating expenses		7,589,057			8,257,962
Gain on sale of asset		—			3,109,627
Operating income		1,111,532			1,005,095
Interest expense		(285,344	)		(350,765	)
Interest income		34,892			1,834
Other income, net		118,341			118,300
Income from continuing operations before income taxes		979,421			774,464
Income tax expense		385,414			1,103,944
Income (loss) from continuing operations		594,007			(329,480	)
Income from discontinued operations, net of income taxes		58,609			1,499,493
Net income	$	652,616		$	1,170,013
Basic earnings (loss) per share:
Continuing operations	$	.11		$	(.06	)
Discontinued operations		.01			.29
Net income	$	.12		$	.23
Diluted income (loss) per share:
Continuing operations	$	.11		$	(.06	)
Discontinued operations		.01			.29
Net income	$	.12		$	.23
Average shares outstanding:
Basic		5,130,373			5,129,214
Diluted		5,202,814			5,129,214

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IntriCon 2005 Third-Quarter Results
October 25, 2005
Page 6

IntriCon Corporation
Consolidated Balance Sheets

Assets			Restated
	September 30, 2005		December 31, 2004
Current assets
Cash	$	457,737	$	246,430
Restricted cash		59,172		449,613
Accounts receivable, less allowance for doubtful accounts of $200,000 in 2004 and $177,000 in 2004		7,095,751		4,996,705
Inventories		5,939,624		4,287,643
Refundable income taxes		20,361		46,163
Other current assets		408,144		379,318
Assets of discontinued operations		—		6,834,256
Total current assets		13,980,789		17,240,128
Property, plant and equipment
Land		170,500		170,500
Buildings		1,732,914		1,732,914
Machinery and equipment		26,531,346		25,635,452
		28,434,760		27,538,866
Less: accumulated depreciation		21,574,807		20,260,792
Net property, plant and equipment		6,859,953		7,278,074
Note receivable from sale of discontinued operations		575,000		—
Goodwill		5,292,564		5,264,585
Other assets, net		1,190,540		1,156,449
	$	27,898,846	$	30,939,236

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IntriCon 2005 Third-Quarter Results
October 25, 2005
Page 7

IntriCon Corporation
Consolidated Balance Sheets

Liabilities and Shareholders’ Equity				Restated
	September 30, 2005			December 31, 2004
Current liabilities
Notes payable	$	608,594		$	3,740,393
Checks written in excess of cash		716,821			665,098
Current maturities of long-term debt		192,338			1,458,470
Accounts payable		2,783,811			2,211,909
Income taxes payable		264,203			—
Customers’ advance payments on contracts		35,433			75,000
Liabilities of discontinued operations		—			4,266,899
Other accrued liabilities		2,623,470			2,638,889
Total current liabilities		7,224,670			15,056,658
Long term debt, less current maturities		4,213,587			—
Other post-retirement benefit obligations		2,363,469			2,710,106
Deferred income taxes		29,586			143,902
Accrued pension liability		903,581			900,713
Total liabilities		14,734,893			18,811,379
Commitments and contingencies
Shareholders’ equity
Common shares, $1 par; 10,000,000 shares authorized;
5,665,568 shares issued		5,665,568			5,644,968
Additional paid-in capital		12,053,590			12,025,790
Accumulated deficit		(3,028,088	)		(3,680,704	)
Accumulated other comprehensive loss		(262,039	)		(597,119	)
Less: 515,754 common shares held in treasury, at cost		(1,265,078	)		(1,265,078	)
Total shareholders’ equity		13,163,953			12,127,857
	$	27,898,846		$	30,939,236

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