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): August 13, 2009
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 (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 1.01 Entry into a Material Definitive Agreement.

          The information contained in Item 2.03 of this Form 8-K is incorporated by reference herein.

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 August 13, 2009, IntriCon Corporation (“IntriCon” or the “Company”) announced earnings for the quarter ended June 30, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

PrivateBank Loan Agreement

          On August 13, 2009, IntriCon and its wholly-owned United States subsidiaries, IntriCon, Inc., RTI Electronics, Inc., IntriCon Tibbetts Corporation and Jon Barron, Inc. (“Datrix”) (collectively, the “U.S. Subsidiaries” and with the Company, the “Borrowers”) entered into a Loan and Security Agreement (the “Loan Agreement”) and related agreements with The PrivateBank and Trust Company (the “Lender”) providing for a new credit facility consisting of: (i) an $8.0 million revolving line of credit (with a $200,000 subfacility for letters of credit) and (ii) a $3.5 million term loan. Loan availability under the revolving line of credit is limited to the borrowing base amount, defined as the sum of (i) 80% of eligible accounts receivable, (ii) the lesser of (a) 50% of the lower of cost or market value of eligible inventory and (b) $3.0 million and (iii) the product of the Equipment Advance Rate (as defined therein) multiplied by the net orderly liquidation value of all eligible equipment. This facility replaces the Company’s prior credit facilities with Bank of America. Borrowers paid Lender a net closing fee in the amount of $143,750.

          Loans under the new credit facility are secured by a security interest in substantially all of the assets of the Borrowers including a pledge of the stock of the U.S. Subsidiaries owned by the Company. All of the Borrowers are jointly and severally liable for all borrowings under the new credit facility. The new credit facility will expire, and all outstanding loans will become due and payable, on August 13, 2012.

Loans under the new credit facility will bear interest, at the option of the Company, at:

• the London InterBank Offered Rate (“LIBOR”) plus the Applicable LIBOR Rate Margin or

• the base rate, which is the higher of (a) the rate publicly announced from time to time by the Lender as the “prime rate” and (b) the Federal Funds Rate plus 0.5%, plus the Applicable Base Rate Margin.

The Applicable LIBOR Rate Margin and the Applicable Base Rate Margin vary depending on the type of loan and the Borrowers’ Leverage Ratio (as defined in the Loan Agreement), as set forth in the table below:

	Revolving Loans				Term Loan
Leverage Ratio	Applicable LIBOR Rate Margin		Applicable Base Rate Margin		Applicable LIBOR Rate Margin		Applicable Base Rate Margin
≥ 3.25 to 1.00		4.00%		1.25%		4.00%		1.25%
≥ 2.75 to 1.00 and < 3.25 to 1.00		3.75%		1.00%		3.75%		1.00%
≥ 2.25 to 1.00 and < 2.75 to 1.00		3.50%		0.75%		3.50%		0.75%
< 2.25 to 1.00		3.00%		0.25%		3.00%		0.25%

          Interest is payable monthly in arrears, except that interest on LIBOR based loans is payable at the end of the one, two or three month interest periods applicable to LIBOR based loans.

          The Borrowers are also required to pay a non-use fee equal to 0.25% per year of the unused portion of the revolving line of credit facility, payable quarterly in arrears.

          The outstanding principal balance of the term loan is payable in installments, commencing on September 30, 2009, payable on dates set forth below, in the following amounts:

Payment Date	Installment
September 30, 2009	$	100,000
December 31, 2009	$	150,000
March 31, 2010	$	175,000
June 30, 2010	$	175,000
September 30, 2010	$	168,750
December 31, 2010	$	168,750
March 31, 2011	$	168,750
June 30, 2011	$	168,750
September 30, 2011	$	187,500
December 31, 2011	$	187,500
March 31, 2012	$	187,500
June 30, 2012	$	187,500

          Any remaining principal and accrued interest is payable on August 13, 2012. The Borrowers are also required to use 100% of the net cash proceeds of certain asset sales (excluding inventory and certain other dispositions), sale of capital securities or issuance of debt to pay down the term loan.

          As of August 13, 2009, the Borrowers borrowed $3,500,000 on the term loan and $6,458,148 on the revolving line of credit and had a remaining availability under the revolving credit facility of approximately $1,262,457. Proceeds from the loans were used to repay amounts owed under the Borrower’s prior credit facilities of approximately $8,524,057 and a portion of the purchase price to complete the acquisition of Datrix.

          In the Loan Agreement, the Borrowers made representations and warranties to the Lender concerning, among other things: their corporate status; authorization of the new credit facilities; the validity and binding nature of the Loan Agreement and other loan documents; conflicts with existing laws and agreements; ownership of assets and liens; ownership of the stock of the U.S. Subsidiaries; intellectual property; financial statements; litigation and contingent liabilities; events of default; material adverse effects; environmental matters; solvency; employee benefit matters; labor relations; security interests created under the Loan Agreement; the nature of the relationship between the lender and the Borrowers; the business nature of the loans; taxes; compliance with federal margin regulations; compliance with federal statutes and regulation concerning investment companies and public utilities; bank accounts; place of business; completeness of information furnished; internal controls over financial reporting and disclosure controls and procedures; insurance; and the Datrix acquisition.

          It is a condition precedent to the Lender’s obligation to make any additional advances or issue any letter of credit under the Loan Agreement that the Borrowers’ representations and warranties must be true and correct in all material respects at and that no default or event of default shall exist.

          The Loan Agreement contains affirmative covenants regarding, among other things: payments of any increased regulatory costs incurred by the Lender with respect to the loans; the Borrowers’ existence; compliance with laws; payment of taxes and liabilities; maintenance of the Borrowers’ property and assets; insurance; employee benefit plans; financial statements; management letters and supplemental financial statements; reports and certificates to be provided to the Lender; the Lender’s right to inspect and audit the collateral pledged to the Lender; intellectual property; notices of proceedings, events of default and material adverse effects; environmental matters; use of the Lender as Borrowers’ primary bank; the obtaining of interest rate protection with respect to at least $1.0 million of the loans; and annual projections.

          Under the Loan Agreement, except as otherwise permitted in the Loan Agreement, the Borrowers may not, among other things: incur or permit to exist any indebtedness; grant or permit to exist any liens or security interests on their assets or pledge the stock of any subsidiary; make investments; be a party to any merger or consolidation, or purchase of all or substantially all of the assets or equity of any other entity; sell, transfer, convey or lease all or any substantial part of its assets or capital securities; sell or assign, with or without recourse, any receivables; issue any capital securities; make any distribution or dividend (other than stock dividends), whether in cash or otherwise, to any of its equityholders; purchase or redeem any of its equity interests or any warrants, options or other rights in respect thereof; enter into any transaction with any of its affiliates or with any director, officer or employee of any Borrower; be a party to any unconditional purchase obligations; cancel any claim or debt owing to it; make payment on or changes to any subordinated debt; enter into any agreement inconsistent with the provisions of the Loan Agreement or other agreements and documents entered into in connection with the Loan Agreement; engage in any line of business other than the businesses engaged in on the date of the Loan Agreement and businesses reasonably related thereto; or permit its charter, bylaws or other organizational documents to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lender.

          The Loan Agreement contains minimum EBITDA, funded debt to EBITDA, fixed charge coverage ratio and capital expenditure financial covenants. In addition, Borrowers must at all times maintain availability of at least $500,000 under the revolving line of credit.

          Upon the occurrence and during the continuance of an Event of Default (as defined in the Loan Agreement), the Lender may, among other things: terminate its commitments to the Borrowers (including terminating or suspending its obligation to make loans and advances); declare all outstanding loans, interest and fees to be immediately due and payable; take possession of and sell any pledged assets and other collateral; and exercise any and all rights and remedies available to it under the Uniform Commercial Code or other applicable law. In the event of the insolvency or bankruptcy of any Borrower, all commitments of the Lender shall automatically terminate and all outstanding loans, interest and fees shall be immediately due and payable. Events of default include, among other things, failure to pay any amounts when due; material misrepresentation; default in the performance of any covenant, condition or agreement to be performed that is not cured within 20 days after notice from the Lender; default in the performance of obligations under certain subordinated debt, which includes the Company’s note payable to the former shareholder of Datrix (including actual or attempted termination of a subordination agreement with the former shareholder of Datrix); default in the payment of other indebtedness or other obligation with an outstanding principal balance of more than $50,000, or of any other term, condition or covenant contained in the agreement under which such obligation is created, the effect of which is to allow the other party to accelerate such payment or to terminate the agreements; a breach by a Borrower under certain material agreements, the result of which breach is the suspension of the counterparty’s performance thereunder, delivery of a notice of acceleration or termination of such agreement; the insolvency or bankruptcy of any Borrower; the entrance of any judgment against any Borrower in excess of $50,000, which is not fully covered by insurance; any divestiture of assets or stock of a subsidiary constituting a substantial portion of Borrowers’ assets; the occurrence of a change in control (as defined in the Loan Agreement); certain collateral impairments; a contribution failure with respect to any employee benefit plan that gives rise to a lien under ERISA; and the occurrence of any event which Lender determines could be reasonably expected to have a material adverse effect (as defined in the Loan Agreement).

Datrix Note

          As discussed above, in connection with the Company’s acquisition of Datrix, the Company issued a subordinated, non-negotiable promissory note dated August 13, 2009 to the former shareholder of Datrix (“Shareholder”) in the principal amount of $1.05 million (“Datrix Note”). The Datrix Note bears interest at an annual rate of 6%, provided, however, that upon the occurrence of an event of default (as defined in the Datrix Note) and during the continuance thereof, at Shareholder’s option, the outstanding principal amount under the Datrix Note shall bear interest at an annual rate of 10%. The principal amount of the Datrix Note is due and payable in three equal annual installments of $350,000 beginning on August 13, 2010 plus accrued and unpaid interest. Amounts outstanding under the Datrix Note shall automatically become immediately due and payable upon the sale of assets of the Company attributable to 90% or more of the Company’s consolidated sales volume or upon the direct or indirect acquisition of beneficial ownership of 50% or more of the combined voting power of the Company’s then-outstanding voting securities. Amounts owing under the Datrix Note are unsecured and subordinated to the Company’s obligations pursuant to the Loan Agreement discussed above.

          The Company has the right to withhold and set off against amounts due under the Datrix Note for certain claims for indemnification pursuant to the agreement governing the Company’s acquisition of Datrix. Upon the occurrence and during the continuance of an event of default (as defined in the Datrix Note), Shareholder may, among other things, declare the entire unpaid principal balance of the Datrix Note, together with all accrued interest, immediately due and payable. Immediate acceleration of such amounts will occur automatically in the event of the Company’s insolvency or bankruptcy. Events of default include, among other things, the Company’s failure to pay amounts due under the Datrix Note and such failure continues for 10 days; the insolvency or bankruptcy of the Company; the Company’s liquidation, winding up, dissolution, or suspension of operations in excess of 90 days; and the occurrence and continuation of an event of default as set forth in the Loan Agreement described above.

          The foregoing summary of the new credit facility, the Loan Agreement and the Datrix Note does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement, the Datrix Note and other material agreements entered into in connection with such documents, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2009.

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.

          On August 13, 2009, the Company issued a press release announcing the new credit facilities and the Datrix acquisition, which press release is filed as an exhibit hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated August 13, 2009 announcing earnings for the quarter ended June 30, 2009.
99.2	Press Release dated August 13, 2009 announcing the new credit facilities and the Datrix acquisition.

SIGNATURES

          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 hereunto duly authorized.

	INTRICON CORPORATION
Dated: August 14, 2009	By:	/s/ Scott Longval
	Name:	Scott Longval
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 13, 2009 announcing earnings for the quarter ended June 30, 2009.
99.2	Press Release dated August 13, 2009 announcing the new credit facilities and the Datrix acquisition.

EX-99.1

Exhibit 99.1

INTRICON REPORTS 2009 SECOND-QUARTER RESULTS
Revenue Grew 4.8 Percent Sequentially over First Quarter; Core Revenue up 8.2 Percent

ST. PAUL, Minn. — Aug. 13, 2009 — IntriCon Corporation (NASDAQ: IIN), a designer, developer, manufacturer and distributor of body-worn medical and electronics devices, today announced financial results for its 2009 second quarter ended June 30, 2009.

          For the second quarter, the company reported net sales of $14.0 million, versus net sales of $17.5 million for the 2008 second quarter. IntriCon’s 2009 second-quarter net loss was $598,000, or $0.11 per diluted share, compared with net income of $410,000, or $0.07 per diluted share, for the year-ago period. Sequentially, sales increased by 4.8 percent from the 2009 first quarter. This gain, when combined with additional cost reductions, reduced IntriCon’s sequential net loss by $400,000 from the 2009 first quarter.

          For the quarter, the company’s core body-worn device segment (hearing health, professional audio communications and medical) net loss was $423,000, or $0.08 per diluted share, versus net income of $448,000, or $0.08 per diluted share, for the fiscal 2008 second quarter. IntriCon recorded a non-core electronics segment net loss of $175,000, or $0.03 per diluted share, compared to a 2008 second-quarter non-core net loss of $38,000, or $0.01 per diluted share.

          “The overall selling environment remains challenging, consistent with conditions we’ve been experiencing over the past year,” said Mark S. Gorder, president and chief executive officer of IntriCon. “We’re starting to see sales gains in some areas, but again, customers are cautiously working through their inventories and delaying projects due to economic uncertainties and lower demand. While our hearing health and professional audio communications businesses declined year over year, sequentially they grew 13.6 percent and 8.4 percent, respectively, from the 2009 first quarter. In addition, our medical business grew more than 12.5 percent over prior year.

          “Business with our two largest medical OEM customers remained strong, driving the second-quarter gain in revenues for this area. Moreover, we’re very excited about our Datrix acquisition that was just announced. We believe this will open up a number of opportunities in the cardio diagnostic monitoring market—and ultimately help deliver future growth in our medical business as we work to develop a wireless cardiac monitoring device. We will unveil a working prototype of this device in November.”

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IntriCon Corporation 2009 Second-Quarter Results
August 13, 2009
Page 2

          For the six-month period, IntriCon reported net sales of $27.3 million and a net loss of $1.6 million, or $0.30 per diluted share. This compares to 2008 net sales of $34.1 million and net income of $560,000, or $0.10 per diluted share. The six-month net loss from the company’s core business was $1.2 million, or $0.23 per share, with a non-core net loss of $357,000, or $0.07 per share. For the six months ended June 30, 2008, core business net income was $655,000, or $0.12 per share; the non-core business net loss was $95,000, or $0.02 per share.

          Said Gorder, “Given current conditions, we continue to conservatively manage our business by lowering expenses. To date, we have reduced our workforce, implemented temporary tiered wage decreases, suspended the company 401(k) match and eliminated all non-essential spending. We estimate that this will generate approximately $1.7 million in savings annually. We are focused on remaining cash flow positive, while prudently investing in our strategic research and development initiatives. Based on what we’re seeing, we expect customers to cautiously begin replenishing inventory levels and re-engaging projects during the remainder of 2009. This should drive modest sequential sales gains.”

          Gross margins in the 2009 second quarter were 20.4 percent, compared to 24.3 percent in the year-ago quarter. The decline was primarily due to lower sales levels. Sequentially, margins were up from 17.8 percent in the 2009 first quarter—driven by higher-margin medical sales. IntriCon continues to execute gross margin improvement initiatives, such as the implementation of lean Six-Sigma manufacturing principles in its manufacturing facilities. Current efforts have driven annual savings of approximately $160,000.

Business Update

          Net sales for the company’s non-core electronics business declined 41.0 percent from the year-earlier second quarter and 33.1 percent from the prior-year six months. In addition to reducing the cost structure of this business, IntriCon is exploring all strategic options.

          In hearing health, patients continue to delay hearing aid purchases, resulting in lower sales levels. IntriCon believes that this market will show moderate growth in the second half of 2009. In professional audio communications, customers continue to work through existing inventories. The company believes this business will experience sequential growth over the first half of the year as key customers begin to replenish their inventory levels. The company believes that prospects in both professional audio communications and hearing health remain solid longer term, despite being sluggish in the short term given current economic conditions.

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IntriCon Corporation 2009 Second-Quarter Results
August 13, 2009
Page 3

Milestones

          As just announced, IntriCon entered into an agreement to acquire Datrix, an Escondido, Calif.,-based supplier of cardiac diagnostic monitoring (CDM) devices, sold to leading medical OEMs.

          Said Gorder, “Datrix gains us entry into what we believe to be an $80 million CDM market. We believe it also creates a platform to expand into other physiological monitoring markets, and by adding wireless outpatient telemetry capability, gives us access into the emerging biotelemetry space.”

          IntriCon plans to leverage Datrix’s cardiac monitoring capabilities and incorporate its own ultra-low-power wireless technology to develop and launch a new wireless cardiac monitoring device that will allow more patient comfort and be able to identify asymptomatic cardiac events including atrial fibrillation, Brady arrhythmia, tachy arrhythmia and cardiac pause.

          IntriCon intends to unveil a prototype of its new CDM device, called the Mobile Patient ECG Telemetry System, or MPETS, at the 2009 American Heart Association Scientific Sessions, Nov. 15-17, in Orlando, Fla. The MPETS is the next generation in wireless outpatient monitoring using a proven automatic arrhythmia detection algorithm.

          Additionally, the company recently announced a new credit facility with Minneapolis-based, The PrivateBank and Trust Company. The $11.5 million facility offers IntriCon the financial ability to expand and pursue new opportunities at favorable terms.

          Said Gorder, “The future is clear—the medical device marketplace is moving toward wireless body-worn devices that offer critical physiological diagnostic monitoring capabilities. We intend to support medical OEMs in the marketplace with new devices, and continue to prudently invest in new initiatives that we believe will fuel long-term growth.”

          In the bio-telemetry arena, IntriCon remains active with strategic partner Advanced Medical Electronics (AME). The company continues to work to develop devices that wirelessly transmit critical diagnostic and therapeutic information. In collaboration with AME, IntriCon has received approvals for grant funding for eight development programs and is in the process of applying for several more.

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IntriCon Corporation 2009 Second-Quarter Results
August 13, 2009
Page 4

          Concluded Gorder, “IntriCon is taking definitive steps to further our position as the body-worn device company. We’re committed to R&D to drive new product development, we’re partnering with leaders in the body-worn device space, and we’re acquiring the key technologies we need to succeed. And we continue to pursue our ambition of connecting people and devices in the medical, hearing health and professional audio communications markets.”

Conference Call Today

As previously announced, the company will hold an investment community conference call today, Thursday, August 13, 2009, beginning at 4:00 p.m. CDT. Mark Gorder, president and chief executive officer, and Scott Longval, chief financial officer, will review second quarter performance and discuss the company’s growth strategies. To join the conference call, dial #: 1-877-941-8610 (international 1-480-629-9819). A replay of the conference call will be available one hour after the call ends through 11:59 p.m. CT on Thursday, August 20, 2009. To access the replay, dial 1-800-406-7325 (international 1-303-590-3030) and enter passcode: 4129895#.

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.

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 2009 Second-Quarter Results
August 13, 2009
Page 5

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, market fundamentals, 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 current economic crisis, 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, risks related to the company’s strategic alliances and joint venture, possible non-performance of developing the MPETS product 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, ability to satisfy and maintain compliance with the covenants under the company’s loan facility, 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, 2008. 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.

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IntriCon Corporation 2009 Second-Quarter Results
August 13, 2009
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IntriCon Corporation
Consolidated Condensed Statements of Operations
(Unaudited)

	Three Months Ended
	June 30, 2009			June 30, 2008
Sales, net	$	13,976,058		$	17,525,127
Costs of sales		11,126,105			13,270,711
Gross profit		2,849,953			4,254,416
Operating expenses:
Selling expense		850,530			985,035
General and administrative expense (a)		1,589,064			1,734,956
Research and development expense		786,646			867,459
Total operating expenses		3,226,240			3,587,450
Operating (loss) income		(376,287	)		666,966
Interest expense		(121,258	)		(186,081	)
Interest income		911			1,287
Equity in (loss) of partnerships		(114,089	)		(590	)
Other income (expense), net		24,819			(42,839	)
(Loss) income before income taxes		(585,904	)		438,743
Income tax expense		11,999			28,785
Net (loss) income	$	(597,903	)	$	409,958
Earnings (loss) per share:
Basic	$	(0.11	)	$	0.08
Diluted	$	(0.11	)	$	0.07
Average shares outstanding:
Basic		5,353,600			5,309,904
Diluted		5,353,600			5,574,222

     (a) General and administrative expense includes $134,284 and $139,770 of non-cash stock option expense related to FAS 123(R) for the three-month period ended June 30, 2009 and 2008, respectively.

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August 13, 2009
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IntriCon Corporation
Consolidated Condensed Statements of Operations
(Unaudited)

	Six Months Ended
	June 30, 2009			June 30, 2008
Sales, net	$	27,306,418		$	34,116,507
Costs of sales		22,080,174			26,017,400
Gross profit		5,226,244			8,099,107
Operating expenses:
Selling expense		1,630,120			1,981,261
General and administrative expense (a)		3,170,287			3,387,335
Research and development expense		1,667,176			1,655,232
Total operating expenses		6,467,583			7,023,828
Operating (loss) income		(1,241,339	)		1,075,279
Interest expense		(249,376	)		(381,706	)
Interest income		4,051			8,547
Equity in (loss) earnings of partnerships		(201,037	)		21,566
Other income (expense), net		78,434			(48,297	)
(Loss) income before income taxes		(1,609,267	)		675,389
Income tax (benefit) expense		(22,074	)		115,615
Net (loss) income	$	(1,587,193	)	$	559,774
Earnings (loss) per share:
Basic	$	(0.30	)	$	0.11
Diluted	$	(0.30	)	$	0.10
Average shares outstanding:
Basic		5,348,375			5,306,559
Diluted		5,348,375			5,583,736

     (a) General and administrative expense includes $271,738 and $268,121 of non-cash stock option expense related to FAS 123(R) for the six-month period ended June 30, 2009 and 2008, respectively.

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IntriCon Corporation 2009 Second-Quarter Results
August 13, 2009
Page 8

IntriCon Corporation
Consolidated Condensed Balance Sheets

Assets	June 30, 2009		December 31, 2008
	(unaudited)
Current assets:
Cash	$	172,698	$	249,396
Restricted cash		395,676		385,916
Accounts receivable, less allowance for doubtful accounts of $238,000 at June 30, 2009 and $389,000 at December 31, 2008		9,172,010		9,524,743
Inventories		9,166,613		8,852,028
Refundable income taxes		56,780		27,645
Note receivable from sale of discontinued operations		—		225,000
Other current assets		899,216		758,193
Total current assets		19,862,993		20,022,921
Machinery and equipment		38,425,294		38,016,681
Less: accumulated depreciation		31,048,593		30,103,771
Net property, plant and equipment		7,376,701		7,912,910
Goodwill		8,266,438		8,266,438
Investment in partnerships		1,185,737		1,386,774
Other assets, net		1,403,048		1,872,774
Total Assets	$	38,094,917	$	39,461,817

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IntriCon Corporation 2009 Second-Quarter Results
August 13, 2009
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IntriCon Corporation
Consolidated Condensed Balance Sheets

Liabilities and Shareholders’ Equity	June 30, 2009			December 31, 2008
	(unaudited)
Current liabilities:
Checks written in excess of cash	$	447,405		$	95,082
Current maturities of long-term debt		1,624,247			1,503,762
Accounts payable		3,545,034			3,149,671
Income taxes payable		28,996			39,997
Deferred gain		120,478			120,478
Short term partnership payable		260,000			260,000
Other accrued liabilities		3,946,106			4,251,707
Total current liabilities		9,972,266			9,420,697
Long-term debt, less current maturities		6,024,459			6,187,923
Other post-retirement benefit obligations		689,396			760,608
Long-term Dynamic Hearing license agreement payable		175,000			525,000
Long-term partnership payable		760,000			760,000
Deferred income taxes		129,273			155,273
Accrued pension liability		560,066			578,388
Deferred gain		701,217			761,456
Total liabilities		19,011,677			19,149,345
Shareholders’ equity:
Common shares, $1 par; 20,000,000 shares authorized; 5,877,836 and 5,858,006 shares issued; 5,362,082 and 5,342,252 outstanding at June 30, 2009 and December 31, 2008, respectively		5,877,836			5,858,006
Additional paid-in capital		14,432,456			14,121,772
Retained earnings		328,141			1,915,334
Accumulated other comprehensive loss		(290,115	)		(317,562	)
Less: 515,754 common shares held in treasury, at cost		(1,265,078	)		(1,265,078	)
Total shareholders’ equity		19,083,240			20,312,472
Total Liabilities and Shareholders’ Equity	$	38,094,917		$	39,461,817

# # #

EX-99.2

Exhibit 99.2

INTRICON TO ACQUIRE CARDIAC DIAGNOSTIC MONITORING COMPANY
Company Also Closes $11.5 Million in Credit Facilities

ST. PAUL, Minn. — Aug. 13, 2009 — IntriCon Corporation (NASDAQ: IIN), a designer, developer, manufacturer and distributor of body-worn medical and electronics devices, announced today that it has acquired Datrix, Inc., for approximately $2.5 million. Datrix is an Escondido, Calif.,-based supplier of cardiac diagnostic monitoring (CDM) devices, sold to leading medical OEMs.

          The total purchase price consists of: $1.225 million cash paid at closing; a $1.05 million subordinated note payable over three years; and, 75,000 shares of IntriCon common stock (valued at $3.27 as of Aug. 11, 2009). Privately held Datrix is a profitable, cash flow positive entity with annual revenue of approximately $1.6 million.

          In addition to manufacturing Holter monitors—portable devices for continuously monitoring the electrical activity of the heart—Datrix also designs and manufactures equipment for electrocardiograph (ECG) management systems, including a 12 channel, handheld ECG with Wi-Fi capability. The handheld ECG stores information from as many as 15 patients and wirelessly transmits their information to a patient management system.

          “This is an exciting time for IntriCon. Datrix gains us entry into what we believe to be an $80 million CDM market,” said Mark S. Gorder, president and chief executive officer at IntriCon. “It also creates a platform to expand into other physiological monitoring markets, and by adding wireless outpatient telemetry capability, gives us access into the emerging biotelemetry space.

          “We intend to leverage Datrix’s cardiac monitoring capabilities and incorporate IntriCon’s ultra-low-power wireless technology to develop and launch a new wireless cardiac monitoring device that will allow more patient comfort and be able to identify asymptomatic cardiac events including atrial fibrillation, Brady arrhythmia, tachy arrhythmia and cardiac pause.”

(more)

IntriCon Acquires Datrix
August 13, 2009
Page 2

          Said Jon Barron, president and CEO of Datrix, “We are pleased to join forces with IntriCon. In addition to bringing a new CDM device to market, we believe that we can leverage IntriCon’s proprietary ultra-low-power nanoDSP™ and wireless nanoLink™ technologies to improve the mobility and effectiveness of our patient-worn diagnostic eECG devices.”

Prototype CDM Device to Launch in November

          IntriCon and Datrix will unveil a prototype of its new CDM device, called the Mobile Patient ECG Telemetry System, or MPETS, at the 2009 American Heart Association Scientific Sessions, Nov. 15-17, in Orlando, Fla. The MPETS is the next generation in wireless outpatient monitoring using a proven automatic arrhythmia detection algorithm. Additionally, IntriCon/Datrix will launch a prototype ECG telemetry acquisition over cell (ETAC) device that records a patient’s heartbeat when a possible atypical cardiac event is experienced. The new ETAC event monitor will also have an optional wireless module.

          Said Gorder, “The acquisition of Datrix is the first step in creating a platform of proprietary, higher margin, physiological monitoring devices with biotelemetry capability including CDM devices but also miniature body-worn devices for sleep apnea diagnosis and other emerging physiological monitoring applications. Adding biotelemetry capability to these devices makes them more ambulatory and allows the point of care to shift to less expensive venues such as clinics and homes. Moreover, Datrix’s work complements bio-telemetry projects with our strategic partner Advanced Medical Electronics (AME).”

          IntriCon will operate Datrix as a wholly owned subsidiary, with Datrix’s management team continuing to run the business.

          “We’re excited to welcome Datrix into the IntriCon family,” said Gorder. “This transaction is a stepping stone toward long-term growth, and lays a foundation for success in achieving our goal of becoming a leading supplier of proprietary body-worn medical devices.”

          Minneapolis-based, Northland Securities, Inc., acted as IntriCon’s strategic advisor in the transaction.

IntriCon Acquires Datrix
August 13, 2009
Page 3

Company Closes $11.5 Million in New Credit Facilities

          IntriCon also announced it has closed $11.5 million in credit facilities with Minneapolis-based The PrivateBank. Terms of the agreements include:

• an $8.0 million revolving credit facility, with a subfacility for letters of credit, to mature in three years; and

• a $3.5 million term loan facility, amortized in quarterly principal installments based on a three-year repayment schedule.

          The $11.5 million in credit facilities includes London Interbank Offered Rate (LIBOR) interest rate options based on funded debt to EBITDA.

          “The favorable terms of our new credit facilities enhance IntriCon’s financial flexibility and strengthen the company in both the short- and long-term. We’re using the facilities to finance our purchase of Datrix and meet working capital requirements. The fact that we were able to secure access to capital in today’s challenging environment, reflects The PrivateBank’s belief in IntriCon and the exciting growth prospects in the physiological diagnostic monitoring markets,” concluded Gorder.

About Datrix

Datrix is a leader in ambulatory electrocardiograph (ECG) recording. The ability of ambulatory ECG recorders, commonly referred to as Holter recorders, to monitor a patient’s ECG both in and away from the hospital environment make ECG recorders an indispensable aid for physicians diagnosing heart related problems. Datrix has been providing both Holter and Event recorders to the industry for more than a decade. Datrix products have been marketed worldwide under the Datrix name and many various OEM names. Datrix is a ISO 9001 certified facility. All products have both CE mark and 510K approval. To learn more about the company visit: http://www.ecgrecorder.com/

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.

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

IntriCon Acquires Datrix
August 13, 2009
Page 4

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, market fundamentals, 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 current economic crisis, 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, risks related to the company’s strategic alliances and joint venture, 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, 2008. 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.

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