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 30, 2008

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

N/A

(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 Exhibit 99.1 attached hereto, should not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

On October 30, 2008, IntriCon Corporation (the “Company”) announced earnings for the quarter ended September 30, 2008. A copy of the press release is attached hereto 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 Exhibit 99.1 attached hereto, should not be deemed “filed” for purposes of Section 18 of the Exchange Act.

The information contained under Item 2.02 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 30, 2008.

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:  October 30, 2008		Scott Longval Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 30, 2008.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

INTRICON REPORTS 2008 THIRD-QUARTER RESULTS

Professional Audio and Medical Businesses Grow Year over Year

ST. PAUL, Minn. — October 30, 2008 — IntriCon Corporation (NASDAQ: IIN), a designer, developer, manufacturer and distributor of body-worn medical and electronics devices, today announced financial results for its 2008 third quarter ended September 30, 2008.

For the third quarter, the company reported net sales of $16.1 million, versus net sales of $18.4 million for the 2007 third quarter. IntriCon’s 2008 third-quarter net income was $309,000, or $0.06 per diluted share, compared with net income of $650,000, or $0.12 per diluted share, for the year-ago period. For the quarter, net income from the company’s core business (hearing health, professional audio and medical) was $426,000, or $0.08 per diluted share, partially offset by a non-core business net loss of $117,000, or $0.02 per diluted share. For the 2007 third quarter, net income from IntriCon’s core business was $524,000, or $0.09 per diluted share; non-core business net income was $126,000, or $0.02 per diluted share. The 2008 third-quarter results include non-cash FAS 123(R) stock-based compensation expense of $132,000, or $0.02 per diluted share, compared to $66,000, or $0.01 per diluted share, for the comparable period of 2007.

“From a top-line perspective we saw year-over-year growth in professional audio and medical, but overall, atypicalquarterly fluctuations resulted in a challenging third quarter,” said Mark S. Gorder, president and chief executive officer of IntriCon. “Net sales were down from the prior year primarily due to three factors: the first was completion of a one-time hearing health project in the 2007 third and fourth quarters, which the customer took in-house. We’re diligently working to backfill this project with new initiatives and we expect to do so by mid-2009. This relates to the second factor, general softness in hearing health—which resulted in reduced revenue and longer ramp-up time for new projects. The third factor is the continuing decline in our electronics business.

“While we obviously don’t like reporting a drop in revenue, we view this as a temporary situation,” said Gorder. We believe we have a very solid core business in markets with strong long-term fundamentals, the management depth and experience to build the company and a continued focus on R&D to drive new projects—evidenced by record R&D spending levels. To meet anticipated demand, we are expanding our R&D engineering bandwidth.”

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IntriCon Corporation 2008 Third-Quarter Results

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For the nine-month period, IntriCon reported net sales of $50.2 million and net income of $869,000, or $0.16 per diluted share. This compares to 2007 net sales of $50.0 million and net income of $1.2 million, or $0.22 per diluted share, for the nine months ended September 30, 2007. For the nine-month period, net income from the company’s core business was $1.1 million, or $0.19 per diluted share, partially offset by a net loss in its non-core business of $211,000, or $0.04 per diluted share. For the nine months ended September 30, 2007, core business net income was $1.0 million, or $0.19 per diluted share; non-core business net income was $175,000, or $0.03 per diluted share. The 2008 nine-month results include non-cash FAS 123(R) stock-based compensation expense of $400,000, or $0.07 per diluted share, compared to $208,000, or $0.04 per diluted share, for the comparable period of 2007.

Business Update

For the third quarter,net sales for IntriCon’s core businesses decreased slightly from the prior year. Again, the decrease was primarily related to the factors discussed above.

Said Gorder, “We believe what we’re seeing now is a temporary setback in hearing health. That said, we think the hearing health market holds tremendous opportunities for IntriCon. In the United States, Europe and Japan, the 65-year-old-plus age demographic is the fastest growing segment of the population. And many of those individuals could, at some point, benefit from a hearing device that uses IntriCon’s proprietary technology.”

Gorder indicated that he was pleased with the company’s medical business during the quarter. Even with several projects in transition, IntriCon modestly grew medical sales year over year. The company believes that new projects will backfill projects in transition and its medical business will return to low double-digit growth rates.

Professional audio was up more than 7 percent from the third quarter of 2007. Fueling this growth was the ramp-up of various programs with new and existing customers.

Net sales for the company’s non-core electronics business decreased 26.5 percent from the year-earlier third quarter. IntriCon mitigated the impact of this decline by reducing its electronics business’ cost structure. Company wide, gross margins were 24.5 percent, down from the year-ago third-quarter levels of 27.8 percent, but up sequentially from 24.3 percent in the 2008 second quarter. The year-over-year decline was chiefly due to lower revenue levels, although the company benefited from a higher-margin product mix.

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IntriCon Corporation 2008 Third-Quarter Results

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Milestones

Said Gorder, “Over the past three quarters, IntriCon has made significant and tangible strides that position us for success as the body-worn device company. We are committed to connecting people and devices through our proprietary technology. To that end, our goals remain constant. They are to: develop new bio-telemetry medical applications; gain additional traction and market share in hearing health; and further advance our professional audio product offering.”

Specific to the third quarter, IntriCon entered into a strategic alliance with Australia-based Dynamic Hearing, a designer of proprietary digital signal processing (DSP) firmware used in hardware platforms for the hearing health and professional audio markets. The company will use the license from Dynamic Hearing to develop new body-worn applications and expand its hearing health and professional audio product portfolio.

Additionally, IntriCon introduced its new wireless nanoLink™ product family at the European Union of Hearing Aid Acousticians’ 53^rd Annual Congress in Leipzig, Germany. Part of its Bodynet™ wireless portfolio, nanoLink is a family of products based on proprietary new radio technology and circuitry developed at IntriCon. nanoLink’s advanced capabilities and micro-miniature footprint enable wireless sensing and intra-device communication that’s ideally suited for both the hearing health and medical markets.

Said Gorder, “We’re very excited about the new nanoLink product group. A key focus for IntriCon is working directly with our customers and continuing to invest in R&D based on their marketplace needs—and nanoLink is a direct result of that strategy. This product family will not only allow us to develop smaller, more advanced hearing health devices, but we believe it also enables future medical applications including the bio-telemetry of critical diagnostic and therapeutic information.”

IntriCon currently has several experimental bio-telemetry projects under way with its strategic partner Advanced Medical Electronics. The company continues to seek out additional opportunities to expand its presence in bio-telemetry. Beyond hearing health and medical, the company intends to leverage this technology for its professional audio business, which focuses on security and emergency response needs, and hearing protection.

“We believe that our long-term growth prospects are encouraging—and we remain committed to continuing to deliver sales growth and improving gross margins,” concluded Gorder.

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IntriCon Corporation 2008 Third-Quarter Results

October 30, 2008

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Conference Call Today

As previously announced, the company will hold its first ever investment community conference call on Thursday, October 30, 2008, beginning at 4 p.m. CT. Mark Gorder, president and chief executive officer, and Scott Longval, chief financial officer, will review third-quarter performance and discuss the company’s growth strategies. To join the conference call, dial #: 1-800-218-8862 (international 1-303-262-2053). A replay of the conference call will be available one hour after the call ends through 11:59 p.m. CT on Thursday, November 6, 2008. To access the replay, dial 1-800-405-2236 (international 1-303-590-3000) and enter passcode: 11120371#.

About IntriCon Corporation

Headquartered in Arden Hills, Minn., IntriCon Corporation designs, develops and manufactures miniature and micro-miniature body-worn medical and electronics products. The company is focused on three key markets: medical, hearing health, and professional audio and communications. IntriCon has facilities in the United States, Asia and Europe. The company’s common stock trades under the symbol “IIN” on the NASDAQ Stock Market. 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”, “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 prospects in the miniature body-worn device arena, new products, strategic alliances, future growth and expansion, future financial condition and performance, prospects and the positioning of IntriCon to compete in chosen markets and the Company’s planned investments in research and development. These forward-looking statements may be affected by known and unknown risks, uncertainties and other factors that are beyond 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, risks related to the Tibbetts 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 the nanoLink product group and other technological products, the volume and timing of orders received by the company, changes in the mix of products sold, competitive pricing pressures, the cost and availability of electronic components and commodities 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, the costs and risks associated with research and development investments 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, 2007. 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:
Scott Longval, CFO	Matt Sullivan/Marian Briggs
651-604-9526	612-455-1700
slongval@intricon.com	msullivan@psbpr.com / mbriggs@psbpr.com

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IntriCon Corporation

Consolidated Condensed Statements of Operations

(Unaudited)

	Three Months Ended
	September 30, 2008			September 30, 2007
Sales, net	$	16,091,043		$	18,441,894
Costs of sales		12,148,438			13,316,223
Gross profit		3,942,605			5,125,671
Operating expenses:
Selling expense		967,119			1,094,340
General and administrative expense (a)		1,702,938			2,167,118
Research and development expense		783,518			734,778
Total operating expenses		3,453,575			3,996,236
Operating income		489,030			1,129,435
Interest expense		(165,432	)		(278,251	)
Interest income		496			13,265
Equity in earnings of partnerships		37,309			(75,000	)
Other income (expense), net		29,213			(53,444	)
Income before income taxes		390,616			736,005
Income tax expense		81,847			85,545
Net income	$	308,769		$	650,460
Earnings per share:
Basic	$	0.06		$	0.13
Diluted	$	0.06		$	0.12
Average shares outstanding:
Basic		5,314,760			5,201,966
Diluted		5,452,669			5,562,345

(a)  General and administrative expense includes $132,258 and $66,488 of non-cash stock option expense related to FAS 123(R) for the three-month period ended September 30, 2008 and 2007, respectively.

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IntriCon Corporation

Consolidated Condensed Statements of Operations

(Unaudited)

	Nine Months Ended
	September 30, 2008			September 30, 2007
Sales, net	$	50,207,550		$	49,958,858
Costs of sales		38,165,838			37,415,415
Gross profit		12,041,712			12,543,443
Operating expenses:
Selling expense		2,948,380			2,899,978
General and administrative expense (a)		5,090,273			5,200,599
Research and development expense		2,438,750			2,118,236
Total operating expenses		10,477,403			10,218,813
Operating income		1,564,309			2,324,630
Interest expense		(547,138	)		(771,656	)
Interest income		9,043			71,048
Equity in earnings of partnerships		58,875			(155,000	)
Other (expense) income, net		(19,084	)		(43,394	)
Income before income taxes		1,066,005			1,425,628
Income tax expense		197,462			220,816
Net income	$	868,543		$	1,204,812
Earnings per share:
Basic	$	0.16		$	0.23
Diluted	$	0.16		$	0.22
Average shares outstanding:
Basic		5,309,418			5,197,071
Diluted		5,549,926			5,466,128

(a)  General and administrative expense includes $400,379 and $208,187 of non-cash stock option expense related to FAS 123(R) for the nine-month period ended September 30, 2008 and 2007, respectively.

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IntriCon Corporation

Consolidated Condensed Balance Sheets

Assets	September 30, 2008		December 31, 2007
	(unaudited)
Current assets:
Cash	$	690,032	$	1,324,862
Restricted cash		388,587		398,514
Accounts receivable, less allowance for doubtful accounts of $272,000 at September 30, 2008 and $259,000 at December 31, 2007		9,916,087		8,408,149
Inventories		8,790,076		9,835,060
Refundable income taxes		31,249		28,297
Note receivable from sale of discontinued operations, less allowance of $225,000 at September 30, 2008 and December 31, 2007		—		75,000
Other current assets		846,842		775,206
Total current assets		20,662,873		20,845,088
Machinery and equipment		37,538,485		36,959,184
Less: accumulated depreciation		29,567,912		28,500,318
Net property, plant and equipment		7,970,573		8,458,866
Goodwill		8,266,438		8,238,020
Investment in partnerships		1,649,301		1,590,426
Other assets, net		1,530,013		1,543,127
Total Assets	$	40,079,198	$	40,675,527

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IntriCon Corporation

Consolidated Condensed Balance Sheets

Liabilities and Shareholders’ Equity	September 30, 2008			December 31, 2007
	(unaudited)
Current liabilities:
Checks written in excess of cash	$	650,344		$	1,209,642
Current maturities of long-term debt		1,592,862			1,476,665
Accounts payable		2,940,862			3,965,914
Income taxes payable		46,271			74,549
Deferred gain		121,691			110,084
Short term partnership payable		260,000			260,000
Other accrued liabilities		3,755,608			4,382,755
Total current liabilities		9,367,638			11,479,609
Long term debt, less current maturities		7,255,998			6,963,410
Other post-retirement benefit obligations		689,119			816,532
Long term partnership payable		1,020,000			1,020,000
Note payable, net of current portion (Amecon)		259,360			259,360
Deferred income taxes		92,273			89,273
Accrued pension liability		588,775			624,517
Deferred gain		792,962			825,631
Total liabilities		20,066,125			22,078,332
Shareholders’ equity:
Common shares, $1 par; 20,000,000 and 10,000,000 shares authorized; 5,840,974 and 5,813,491 shares issued; 5,325,220 and 5,297,737 outstanding		5,840,974			5,813,491
Additional paid-in capital		13,950,801			13,391,449
Retained earnings		1,746,276			877,733
Accumulated other comprehensive loss		(259,900	)		(220,400	)
Less: 515,754 common shares held in treasury, at cost		(1,265,078	)		(1,265,078	)
Total shareholders’ equity		20,013,073			18,597,195
Total Liabilities and Shareholders’ Equity	$	40,079,198		$	40,675,527

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