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 15, 2016
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 | ||
| 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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 1.01 | Entry into a Material Definitive Agreement. |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Amendment of Loan and Security Agreement.
On April 15, 2016, IntriCon Corporation (the “Company”) and its domestic subsidiaries entered into an Eighth Amendment to the Loan and Security Agreement with The PrivateBank and Trust Company. The amendment, among other things:
| · | increased the Company’s term loan to $6.0 million from its then current balance of $4.0 million, as a result of which the Company today borrowed an additional $2.0 million under the term loan facility; the term loan is amortized in quarterly principal installments of $250,000 plus accrued interest, with the first payment due on June 30, 2016, and any remaining principal and accrued interest is payable on February 28, 2019; the term loan proceeds will be used to pay down the revolving credit facility; | ||
| · | increased the Company’s revolving credit facility borrowing capacity to $9.0 million from its current capacity of $8.0 million; | ||
| · | increased the inventory cap on the borrowing base from $3.5 million to $4.0 million. Under the revolving credit facility as amended, the availability of funds depends on a borrowing base composed of stated percentages of the Company’s eligible trade receivables and inventory, less a reserve; and | ||
| · | revised the leverage ratio financial covenants, effective as of March 31, 2016. |
The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to such document, which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2016.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the Company’s press release issued in connection with the amendment described above is furnished herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
99.1 Press Release dated April 15, 2016.
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 | |||
| By: | /s/ Scott Longval | ||
| Name: | Scott Longval | ||
| Title: | Chief Financial Officer | ||
Date: April 15, 2016
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 15, 2016. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
INTRICON AMENDS CREDIT FACILITIES
Increases Domestic Borrowing Capacity and Improves Financial Flexibility
ARDEN HILLS, Minn. — April 15, 2016 — IntriCon Corporation (NASDAQ: IIN), a designer, developer, manufacturer and distributor of miniature and micro-miniature body-worn devices, announced today that it has amended its credit facilities with The PrivateBank.
Highlights of the amendment include:
| · | Increasing IntriCon’s term loan to $6.0 million from its current balance of $4.0 million, amortized in quarterly principal installments of $250,000; |
| · | Increasing IntriCon’s revolving credit facility capacity to $9.0 million from its current capacity of $8.0 million; |
| · | Raising the inventory cap on the borrowing base from $3.5 million to $4.0 million. Under the revolving credit facility as amended, the availability of funds depends on a borrowing base composed of stated percentages of the Company’s eligible trade receivables and inventory, less a reserve; and |
| · | Amending the leverage ratio financial covenants, effective March 31, 2016. |
Said Mark S. Gorder, president and chief executive officer, "The higher borrowing capacity of our amended credit facilities is an important step in advancing our future plans. As we look ahead, we are evaluating several options to enhance our infrastructure and secure channel partners in the emerging value hearing health, or VHH, channels. Further, continued core technology investments—including development of ultra-low-power wireless technology aimed to increase efficiencies and access through innovative VHH distribution channels and medical biotelemetry markets—are essential to our long-term success.
“We are pleased with the continued support of The PrivateBank. This amendment reinforces The PrivateBank’s partnership with IntriCon, commitment to our strategic plan and belief in our ability to execute our growth initiatives successfully. The revised lending structure enhances management’s ability to move quickly on VHH opportunities that arise and support related working capital growth requirements.”
(more)
IntriCon Corporation
April 15, 2016
Page 2
About IntriCon Corporation
Headquartered in Arden Hills, Minn., IntriCon Corporation designs, develops and manufactures miniature and micro-miniature body-worn
devices. These advanced products help medical, healthcare and professional communications companies meet the rising demand for
smaller, more intelligent and better connected devices. IntriCon has facilities in the United States, Asia and Europe. The company’s
common stock trades under the symbol “IIN” on the NASDAQ Global 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 are “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, as amended. 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 other factors are 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, 2015. 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 PadillaCRT: |
| Scott Longval, CFO | Matt Sullivan |
| 651-604-9526 | 612-455-1709 |
| slongval@intricon.com | matt.sullivan@padillacrt.com |
###