-----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, QVL9FvvB4Il51Jfglg12R+pNmADKeL262uEoho79005uOqGIf2Qy0ydGKGdlVay/ gn0nHpCBaBuyfGUCFxgV5g== 0000897101-07-000991.txt : 20070501 0000897101-07-000991.hdr.sgml : 20070501 20070501141736 ACCESSION NUMBER: 0000897101-07-000991 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070425 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070501 DATE AS OF CHANGE: 20070501 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: 07805112 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 intricon071956_8k.htm FORM 8-K DATED APRIL 25, 2007 IntriCon Corporation Form 8-K dated April 25, 2006
 
 

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)   April 25, 2007

 


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):

 

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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 April 25, 2007, IntriCon Corporation announced earnings for the quarter ended March 31, 2007. 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

 

(d) Exhibits

 

99.1 Press Release April 25, 2007.

 







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/Scott Longval

Date:   May 1, 2007

 

 

Scott Longval
Chief Financial Officer

 

 










Exhibit Index

 

99.1 Press Release dated April 25, 2007

 













EX-99.1 2 intricon071956_ex99-1.htm PRESS RELEASE DATED APRIL 25, 2007 Exhibit 99.1 to IntriCon Corporation Form 8-K dated April 25, 2006

Exhibit 99.1

FOR IMMEDIATE RELEASE

 

 

INTRICON REPORTS 2007 FIRST-QUARTER RESULTS

Strong Sales Driven by 138 Percent Growth in Medical

and Robust Hearing-health Performance

 

 

ST. PAUL, Minn. — April 25, 2007 — IntriCon Corporation (AMEX: IIN), a designer, developer, manufacturer and distributor of miniature and micro-miniature medical and electronics products, today announced financial results for its 2007 first quarter ended March 31, 2007.

For the first quarter, the company reported sales of $14.6 million, a 23 percent increase from sales of $11.8 million for the 2006 first quarter. IntriCon delivered first-quarter net income of $28,000, or $0.01 per diluted share, which included stock option expense of $73,000, or $0.01 per diluted share. This is a significant improvement from a net loss of $141,000, or $0.03 per diluted share, for the 2006 first quarter, which included stock option expense of $44,000, or $0.01 per diluted share.

“Substantial gains in our medical and hearing-health businesses helped deliver strong quarterly sales,” said Mark S. Gorder, president and chief executive officer of IntriCon. “High demand from leading OEMs combined with the ramp-up of new projects drove the increase. We are very pleased with the great start to 2007.”

 

Business Update

For the first quarter, IntriCon’s 23 percent sales increase was driven primarily by year-over-year gains in medical and hearing-health of approximately 138 percent and 13 percent, respectively. Professional audio declined by 5 percent due to project timing; new professional audio projects are expected to gain traction in the current quarter. Electronics decreased 8 percent from the first quarter of 2006, due primary to lower demand from one customer.

Said Gorder, “Excluding electronics, revenue from the company’s core businesses of medical, hearing-health and professional audio were up a combined 32 percent from the fiscal 2006 first quarter. Going forward, we plan to further develop our existing relationships with major medical OEMs, as well as forge new relationships, to continue to grow this rapidly expanding market opportunity.”

 

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IntriCon Corporation 2007 First-Quarter Results

April 25, 2007

Page 2

 

 

Recently, IntriCon entered into an agreement to acquire substantially all of the assets (other than real estate) of privately held Tibbetts Industries, Inc., a designer and manufacturer of components used in hearing aids and medical devices. Tibbetts, based in Camden, Maine, makes magnetic telecoils and miniature electro-acoustic transducers, including receivers and microphones. Tibbetts also offers products that support technical surveillance by security agencies. The acquisition is expected to be completed in May 2007, subject to Tibbetts’ shareholder approval and other customary closing conditions.

Said Gorder, “Our acquisition of Tibbetts gives IntriCon access to key components that go into ear-worn communication devices used in hearing health, medical and professional audio products such as hearing aids, and ear-worn headsets and microphones. With IntriCon’s established wireless and digital signal processing expertise, and the new markets and opportunities this transaction brings, we feel that we can leverage Tibbetts’ expertise, technologies and products across our three core markets to further grow IntriCon.”

Concluded Gorder, “We’re beginning 2007 with momentum in both sales and new-product introductions. By focusing on our core markets, which continue to perform well, we expect to achieve ongoing success as we move forward.”

 

About IntriCon Corporation

Headquartered in Arden Hills, Minn., IntriCon Corporation designs, develops and manufactures miniature and micro-miniature 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.

 

 




(more)




IntriCon Corporation 2007 First-Quarter Results

April 25, 2007

Page 3

 

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”, “should”, “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 the proposed acquisition and its benefits, future growth, future financial condition and performance, prospects, and the positioning of IntriCon to compete in chosen markets. These forward-looking statements are affected by known and unknown risks, uncertainties and other factors that are beyond the IntriCon’s control, and may cause IntriCon’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 planned acquisition may not close on the terms agreed upon or at all, risks related to the acquisition, including unanticipated liabilities and expenses, the risk that IntriCon 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, 2006. 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:

Scott Longval, CFO

651-604-9526

slongval@intricon.com

At Padilla Speer Beardsley:

Matt Sullivan/Marian Briggs

612-455-1700

msullivan@psbpr.com / mbriggs@psbpr.com

 




(more)




IntriCon Corporation 2007 First-Quarter Results

April 25, 2007

Page 4

 

IntriCon Corporation

Consolidated Condensed Statements of Operations

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,
2007

 

March 31,
2006

 

Sales, net

 

$

14,579,267

 

$

11,836,133

 

 

 

 

 

 

 

 

 

Costs of sales

 

 

11,368,010

 

 

9,069,723

 

 

 

 

 

 

 

 

 

Gross profit

 

 

3,211,257

 

 

2,766,410

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Selling expense

 

 

842,766

 

 

902,421

 

General and administrative expense (a)

 

 

1,420,264

 

 

1,305,409

 

Research and development expense

 

 

732,681

 

 

568,983

 

Total operating expenses

 

 

2,995,711

 

 

2,776,813

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

215,546

 

 

(10,403

)

 

 

 

 

 

 

 

 

Interest expense

 

 

(153,277

)

 

(156,527

)

Interest income

 

 

38,736

 

 

21,893

 

Equity in loss of partnership

 

 

(20,000

)

 

 

Other expense, net

 

 

(25,737

)

 

(34,285

)

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

55,268

 

 

(179,322

)

Income tax expense (benefit)

 

 

27,760

 

 

(37,913

)

 

 

 

 

 

 

 

 

Net income (loss)

 

$

27,508

 

$

(141,409

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

Basic and diluted

 

$

.01

 

$

(.03

)

 

 

 

 

 

 

 

 

Average shares outstanding:

 

 

 

 

 

 

 

Basic

 

 

5,196,903

 

 

5,151,942

 

Diluted

 

 

5,358,986

 

 

5,151,942

 

 

(a)

General and administrative expense includes $73,073 and $44,261 of non-cash stock option expense related to the adoption of FAS 123(R) for the three months ended March 31, 2007 and 2006, respectively.

 

(more)




IntriCon Corporation 2007 First-Quarter Results

April 25, 2007

Page 5

 

 

IntriCon Corporation

Consolidated Condensed Balance Sheets

(Unaudited)

 

 

Assets

 

 

 

 

 

 

 

March 31, 2007

 

December 31, 2006

 

 

 

(unaudited)

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

743,794

 

$

599,459

 

 

 

 

 

 

 

 

 

Restricted cash

 

 

60,158

 

 

60,158

 

 

 

 

 

 

 

 

 

Accounts receivable, less allowance for doubtful accounts of $216,000 at 2007 and $246,000 at 2006

 

 

7,759,799

 

 

8,456,450

 

 

 

 

 

 

 

 

 

Inventories

 

 

9,677,273

 

 

9,030,615

 

 

 

 

 

 

 

 

 

Refundable income taxes

 

 

74,338

 

 

103,587

 

 

 

 

 

 

 

 

 

Note receivable from sale of discontinued operations, less allowance of $375,000 at 2007 and 2006

 

 

300,000

 

 

300,000

 

 

 

 

 

 

 

 

 

Other current assets

 

 

226,511

 

 

235,418

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

18,841,873

 

 

18,785,687

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

 

 

 

 

 

Machinery and equipment

 

 

29,532,592

 

 

28,767,904

 

Less: accumulated depreciation

 

 

22,440,337

 

 

21,994,344

 

 

 

 

 

 

 

 

 

Net property, plant and equipment

 

 

7,092,255

 

 

6,773,560

 

 

 

 

 

 

 

 

 

Long-term note receivable from sale of discontinued operations

 

 

 

 

75,000

 

 

 

 

 

 

 

 

 

Goodwill

 

 

5,927,181

 

 

5,927,181

 

 

 

 

 

 

 

 

 

Investment in partnership

 

 

1,780,000

 

 

1,800,000

 

 

 

 

 

 

 

 

 

Other assets, net

 

 

959,917

 

 

920,051

 

 

 

 

 

 

 

 

 

 

 

$

34,601,226

 

$

34,281,479

 

 

 

(more)




IntriCon Corporation 2007 First-Quarter Results

April 25, 2007

Page 6

 

IntriCon Corporation

Consolidated Condensed Balance Sheets

(Unaudited)

 

Liabilities and Shareholders’ Equity

 

March 31, 2007

 

December 31, 2006

 

 

 

(unaudited)

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Checks written in excess of cash

 

$

1,349,563

 

$

661,756

 

 

 

 

 

 

 

 

 

Current maturities of long-term debt

 

 

1,137,271

 

 

952,730

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

3,658,739

 

 

5,161,450

 

 

 

 

 

 

 

 

 

Income taxes payable

 

 

179,022

 

 

173,810

 

 

 

 

 

 

 

 

 

Deferred gain on building sale

 

 

110,084

 

 

110,084

 

 

 

 

 

 

 

 

 

Short term partnership payable

 

 

260,000

 

 

260,000

 

 

 

 

 

 

 

 

 

Other accrued liabilities

 

 

2,844,178

 

 

3,021,201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

9,538,857

 

 

10,341,031

 

 

 

 

 

 

 

 

 

Long term debt, less current maturities

 

 

4,903,963

 

 

3,830,461

 

 

 

 

 

 

 

 

 

Other post-retirement benefit obligations

 

 

1,036,331

 

 

1,063,744

 

 

 

 

 

 

 

 

 

Long term partnership payable

 

 

1,280,000

 

 

1,280,000

 

 

 

 

 

 

 

 

 

Note payable, net of current portion (Amecon)

 

 

515,720

 

 

515,720

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

 

79,273

 

 

79,273

 

 

 

 

 

 

 

 

 

Accrued pension liability

 

 

616,829

 

 

628,569

 

 

 

 

 

 

 

 

 

Deferred gain on building sale

 

 

908,194

 

 

935,715

 

 

 

 

 

 

 

 

 

Total non-current liabilities

 

 

9,340,310

 

 

8,333,482

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

18,879,167

 

 

18,674,513

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

Common shares, $1 par; 10,000,000 shares authorized;
5,710,235 and 5,706,235 shares issued; 5,194,481 and 5,190,481 outstanding

 

 

5,710,235

 

 

5,706,235

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

 

12,417,561

 

 

12,339,988

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

 

(961,997

)

 

(989,505

)

 

 

 

 

 

 

 

 

Accumulated other comprehensive loss

 

 

(178,662

)

 

(184,674

)

 

 

 

 

 

 

 

 

Less: 515,754 common shares held in treasury, at cost

 

 

(1,265,078

)

 

(1,265,078

)

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

 

15,722,059

 

 

15,606,966

 

 

 

 

 

 

 

 

 

 

 

$

34,601,226

 

$

34,281,479

 

 

 

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