Table of Contents
Hearing instruments, which fit behind or in a persons ear to amplify
and process sound for a hearing impaired person, generally are composed of four
basic parts and several supplemental components for control or fitting
purposes. The four basic parts are microphones, amplifier circuits, miniature receivers/speakers
and batteries, all of which IntriCon manufactures, with the exception of the
battery. IntriCons hybrid amplifiers are a type of amplifier circuit.
Supplemental components include volume controls, trimmer potentiometers, which
shape sound frequencies to respond to the particular nature of a persons
hearing loss, and switches used to turn the instrument on and off and to go
from telephone to normal speech modes. Faceplates and an ear shell, molded to
fit the users ear, often serve as housing for hearing instruments. IntriCon
manufactures its components on a short lead-time basis in order to supply
just-in-time delivery to its customers and, consequently, order backlog
amounts are not meaningful.
Based on our investments in core technologies, specifically nanoDSP and
our new wireless PhysioLink technologies, IntriCon is building a new generation
of affordable, high-quality hearing aids and similar amplifier devices under
contracts for OEMs. DSP devices have better clarity, attractive pricing points
and an improved ability to filter out background noise. During 2010, we
introduced the Overtus DSP amplifier. The Overtus DSP amplifier is designed to
optimize open in the canal (ITC) type fittings. The amplifier algorithm
contains two patented features, an advanced adaptive feedback canceller,
Reliant CLEAR, optimized for open ITC fittings and an acoustic switch,
AcousTAP, eliminating the need for a mechanical switch and allowing for further
miniaturization. Further, with the Overtus technology, we have developed our
own complete hearing device, the all-new, patent-pending APT Open ITC. The APT
is powered by the Overtus which includes our Reliant CLEAR adaptive feedback
canceller and the AcousTAP acoustic push button. In addition, the APT utilizes
the patent pending Concha Lock System technology that allows for the suspension
of an open in-the-ear device in the ear canal. These features create stable and
effective amplification, occlusion-free comfort and easy integration into
existing fitting systems. Our OEM customers now have the option of using
Overtus in their own devices, or purchasing our complete APT device. We believe
the introductions of the APT and Lumen devices and the Overtus amplifier will
solidify our position as a leader of high-performance adaptive DSP hearing
instrument amplifiers. Furthermore, we believe our strategic alliance with
Dynamic Hearing will allow us to develop new body-worn applications and further
expand both our hearing health and professional audio product portfolio.
In October 2011, the Company announced it entered into a manufacturing
agreement to become a manufacturer of hearing aids to hi HealthInnovations, a
UnitedHealth Group company. hi HealthInnovations launched a suite of high-tech,
lower-cost hearing devices for the estimated 36 million Americans with hearing
loss. An estimated 75 percent of people who can benefit from hearing devices do
not use them, largely due to the high cost. hi HealthInnovations offers
consumers technically advanced hearing aids, including those based on the APT
hearing aid platform.
Overall, we believe the hearing health market holds significant
opportunities for the Company. In the United States, Europe and Japan, the
65-year-old-plus age demographic is one of the fastest growing segments of the
population, and many of those individuals could, at some point, benefit from a
hearing device that uses IntriCons proprietary technology.
Professional Audio Communications
IntriCon entered the high-quality audio communication device market in
2001, and now has a line of miniature, professional audio headset products used
by customers focusing on homeland security and emergency response needs. The
line includes several communication devices that are extremely portable and
perform well in noisy or hazardous environments. These products are well suited
for applications in the fire, law enforcement, safety, aviation and military
markets. In addition, the Company has a line of miniature ear- and head-worn
devices used by performers and support staff in the music and stage performance
markets. The Company also serves U.S. government security agencies in this
market. We believe performance in difficult listening environments and wireless
operations will continue to improve as these products increasingly include our
proprietary nanoDSP, wireless nanoLink and PhysioLink technologies.
During 2012, we will begin marketing our line of situational listening
devices (SLDs) intended to help people hear in noisy environments like
restaurants and automobiles, and listen to television, music, and direct
broadcast by wireless connection. Such devices are intended to be supplements
to conventional hearing aids, which do not handle those situations well. The
SLDs will be based on our ULP wireless nanoLink technology and our PhysioLink
technology, which were recently demonstrated at the annual convention of the
American Academy of Audiology. The product line consists of an earpiece, TV
transmitter, companion microphone, iPod/iPhone transmitter, and USB transmitter.
Forward-Looking and Cautionary Statements
Certain statements included in this Quarterly Report on Form 10-Q or
documents the Company files with the Securities and Exchange Commission, which
are not historical facts, or that include forward-looking terminology such as
may, will, believe, anticipate, expect, should, optimistic
continue, estimate, intend, plan, would, could, guidance,
potential, opportunity, project, forecast, confident, projections,
schedule, designed, future, discussion, if or the negative thereof or
other variations thereof, are forward-looking statements (as such term is
defined in Section 21E of the Securities Exchange Act of 1934 and Section 27A
of the Securities Act of 1933, and the regulations thereunder), which are
intended to be covered by the safe harbors created thereby. These statements
may include, but are not limited to statements in Managements Discussion and
Analysis of Financial Condition and Results of Operations and Notes to the
Companys Condensed Consolidated Financial Statements such as net operating
loss carryforwards, the ability to meet cash requirements for operating needs,
the ability to meet liquidity needs, assumptions used to calculate future level
of funding of employee benefit plans, the adequacy of insurance coverage, the
impact of new accounting pronouncements and litigation.
17
Table of Contents
Forward-looking statements also include, without limitation, statements
as to the Companys expected future results of operations and growth, the
Companys ability to meet working capital requirements, the Companys business
strategy, the expected increases in operating efficiencies, anticipated trends
in the Companys markets, estimates of goodwill impairments and amortization
expense of other intangible assets, the effects of changes in accounting
pronouncements, the effects of litigation and the amount of insurance coverage,
and statements as to trends or the Companys or managements beliefs,
expectations and opinions.
Forward-looking statements are subject to risks and uncertainties and
may be affected by various factors that may cause actual results to differ
materially from those in the forward-looking statements. In addition to the
factors discussed in this Quarterly Report on Form 10-Q, certain risks,
uncertainties and other factors can cause actual results and developments to be
materially different from those expressed or implied by such forward-looking
statements, including, without limitation, the following:
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the ability to successfully implement the Companys business and
growth strategy;
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risks arising in connection with the insolvency of our former
subsidiary, Selas SAS, and potential liabilities and actions arising in
connection therewith;
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potential obligations to indemnify the purchaser of our former
electronics business for certain material claims that may arise;
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the volume and timing of orders received by the Company;
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changes in estimated future cash flows;
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ability to collect on our accounts receivable;
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foreign currency movements in markets the Company services;
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changes in the global economy and financial markets;
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weakening demand for the Companys products due to general economic
conditions;
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changes in the mix of products sold;
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ability to meet demand;
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changes in customer requirements;
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timing and extent of research and development expenses;
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FDA approval, timely release and acceptance of the Companys
products;
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competitive pricing pressures;
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pending and potential future litigation;
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cost and availability of electronic components and commodities for
the Companys products;
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ability to create and market products in a timely manner and develop
products that are inexpensive to manufacture;
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ability to comply with covenants in our debt agreements;
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ability to repay debt when it comes due;
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the loss of one or more of our major customers;
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ability to identify, complete and integrate acquisitions;
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effects of legislation;
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effects of foreign operations;
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foreign currency risks;
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ability to develop new products such as Centauri, Overtus, Scenic and
APT;
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ability to recruit and retain engineering and technical personnel;
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the costs and risks associated with research and development
investments;
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delays in United States government budget and debt ceiling approval;
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risks
under our manufacturing agreement with hi HealthInnovations;
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the recent recessions in Europe and the debt crisis in certain countries
in the European Union;
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our ability and the ability of our customers to protect intellectual
property; and
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loss of members of our senior management team.
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For a description of these and other risks, see Part I, Item 1A. Risk
Factors in the Companys Annual Report on Form 10-K for the year ended
December 31, 2011, and other risks described elsewhere in this Quarterly Report
on Form 10-Q, or in other filings the Company makes from time to time with the
Securities and Exchange Commission. The Company does not undertake to update
any forward-looking statement that may be made from time to time by or on
behalf of the Company.
18
Table of Contents
Results of Operations
Sales, net
Our net sales are comprised of three main markets: medical, hearing
health, and professional audio communications. Below is a summary of our sales
by main markets for the three months ended March 31, 2012 and 2011:
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Change
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Three
months ended March 31
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2012
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2011
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Dollars
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Percent
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Medical
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$
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6,104
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$
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5,413
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$
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691
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12.8
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%
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Hearing Health
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7,573
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5,428
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2,145
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39.5
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%
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Professional Audio Communications
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2,847
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2,927
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(80
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(2.7
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%)
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Consolidated Net Sales
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$
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16,524
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$
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13,768
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$
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2,756
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20.0
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%
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For the three months ended March 31, 2012, we experienced an increase
of 12.8 percent in net sales in the medical market compared to the same period
in 2011, driven by higher sales to Medtronic and other key medical customers.
Management believes there is an industry-wide trend toward further
miniaturization and ambulatory operation enabled by wireless connectivity,
referred to as bio-telemetry, which in the past resulted in further growth in
our medical business. We are also working with our strategic partner, AME, on
proprietary biotelemetry technologies that will enable us to develop new
devices that connect patients and care givers, providing critical information
and feedback.
Net sales in our hearing health business for the three months ended
March 31, 2012 increased 39.5 percent compared to the same period in 2011,
primarily driven by sales to hi HealthInnovations. We believe long term
prospects in our hearing health business remain strong as we continue to
develop and launch advanced technologies, such as our nanoDSP, Overtus, APT and
Lumen products, which will enhance the performance of hearing devices. In
addition, we believe that the hi HealthInnovations agreement holds tremendous
potential. Further, we believe the market indicators in the hearing health
industry, including the aging world population, suggest long-term industry
growth.
Net sales to the professional audio device sector decreased 2.7 percent
for the three months ended March 31, 2012 compared to the same period in 2011.
We believe that the primary driver of the decrease was due to softness in niche
international markets. We believe our extensive portfolio of communication
devices that are portable, smaller and perform well in noisy or hazardous
environments will provide for future long-term growth in this market.
Gross profit
Gross profit, both in dollars and as a percent of sales, for the three
months ended March 31, 2012 and 2011, was as follows:
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2012
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2011
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Change
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Three
months ended March 31
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Dollars
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Percent
of Sales
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Dollars
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Percent
of Sales
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Dollars
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Percent
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Gross profit
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$
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4,157
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25.2
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%
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$
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3,080
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22.4
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%
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$
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1,077
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35.0
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%
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In 2012, gross profit increased primarily due to increased sales of
higher margin medical and hearing health products, and the impact of various
ongoing profit enhancement programs, partially offset by infrastructure builds
in Asia. The Company further expanded its low-cost manufacturing capabilities
during the three months ended March 31, 2012. The continued ramp-up of the
Companys Indonesian facility provides low-cost manufacturing options to drive
ongoing margin improvement and pursue additional high-volume manufacturing
opportunities. In addition, the Company increased the medical manufacturing
infrastructure at its Singapore facility in anticipation of future medical
business. While the investment in infrastructure at both facilities constrained
margins, the company anticipates favorable margin impact beginning in the 2012
third quarter.
19
Table of Contents
Sales and Marketing, General and Administrative
and Research and Development Expenses
Sales and marketing, general and administrative and research and
development expenses for the three months ended March 31, 2012 and 2011 were:
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2012
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2011
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Change
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Three
months ended March 31
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Dollars
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Percent
of Sales
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Dollars
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Percent
of Sales
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Dollars
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Percent
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Sales and marketing
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$
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875
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5.3
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%
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$
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803
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5.8
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%
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$
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72
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9.0
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%
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General and administrative
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1,626
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9.8
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%
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1,404
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10.2
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%
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222
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15.8
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%
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Research and development
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1,137
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6.9
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%
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1,249
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9.1
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%
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(112
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(9.0
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%)
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Sales and marketing were relatively flat as compared to the prior year
period. General and administrative expenses increased over the prior year
period primarily due to the new Indonesia manufacturing facility. Research and
development decreased over the prior year primarily due to a reduction in fee
for service work by third parties. The Company believes this reduction is
temporary and anticipants the expense to resume to historical levels in the second
quarter of 2012.
Interest expense
Net interest expense for the three months ended March 31, 2012 was $179
compared to $142 for the respective period in 2011. The increase in interest
expense was primarily due to higher average debt balances and interest rates as
compared to the prior year.
Equity in income (loss) of partnerships
The equity in income (loss) of partnerships for the three months ended
March 31, 2012 was ($24) compared to $209 for the respective period in 2011,
due to changes in carrying amounts described below.
The Company recorded a decrease of $49 in the carrying amount of the
HIMPP investment, reflecting amortization of the patents, other intangibles and
the Companys portion of the partnerships operating results for the three months
ended March 31, 2012, compared to an increase of $43 in the same respective
period in 2011.
The Company recorded an increase of $25 in the carrying amount of
IntriCons investment in a joint venture, reflecting the Companys portion of
the joint ventures operating results for the three months ended March 31,
2012. For the three months ended March 31, 2011, the Company recorded an
increase of $166.
Other income (expense)
Other income (expense) for the three months ended March 31, 2012 was
($39) compared to ($8) for the same period in 2011. The change in other income
(expense) primarily related to unfavorable changes in foreign currency exchange
rates.
Income taxes
Income tax expense (benefit) for the three months ended March 31, 2012
was $34 compared to ($27) for the same period in 2011. The expense for the
three months ended March 31, 2012 was primarily due to foreign operating
income. The benefit for the three months ended March 31, 2011 was primarily due
to Federal Alternative Minimum Tax refunds, partially offset by foreign
operating income (loss).
Liquidity and Capital Resources
As of March 31, 2012, we had $208 of cash on hand. Sources of our cash
for the three months ended March 31, 2012 have been from our operations and
financing activities, as described below.
20
Table of Contents
The Companys cash flows from
operating, investing and financing activities, as reflected in the statement of
cash flows, are summarized as follows:
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Three months Ended
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March 31,
2012
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March 31,
2011
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Cash provided by (used in):
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Operating activities
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$
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1,004
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$
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1,161
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Investing activities
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(398
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(188
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Financing activities
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(518
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(847
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Effect of exchange rate changes on cash
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1
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(8
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Increase in cash
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$
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89
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$
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118
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The most significant items that contributed to the $1,004 of cash
provided by operating activities was the reduction in accounts receivable,
partially offset by decreases in accounts payable and increases in other assets
related to timing.
Net cash used in investing activities consisted of purchases of
property, plant and equipment of $398.
Net cash used in financing activities of ($518) was comprised primarily
of net repayments of $737.
The Company had the following bank arrangements:
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March 31,
2012
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December 31,
2011
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Total borrowing capacity under existing
facilities
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$
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13,080
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$
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13,517
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Facility Borrowings:
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Domestic revolving credit facility
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4,618
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5,369
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Domestic term loan
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3,250
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3,500
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Foreign overdraft and letter of credit
facility
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2,162
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1,881
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Total borrowings and commitments
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10,030
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10,750
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Remaining availability under existing
facilities
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$
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3,050
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$
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2,767
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Domestic Credit Facilities
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The Company and its domestic subsidiaries are parties to a credit
facility with The PrivateBank and Trust Company. The credit facility, as
amended, provides for:
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§
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an $8,000 revolving credit facility, with a $200 subfacility for
letters of credit. Under the revolving credit facility, the availability of
funds depends on a borrowing base composed of stated percentages of the
Companys eligible trade receivables and eligible inventory, and eligible
equipment less a reserve; and
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a term loan
of $4,000.
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In August 2011, the Company amended the credit facility with The
PrivateBank. Per the terms of the amended agreement, the maturity of both the
term loan and the revolving credit facility was extended to expire on August
13, 2014. Further, the term loan was increased from its then current balance
of $2,225 to $4,000 and certain financial covenants were reset.
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In March 2012, the Company entered into an amendment with The
PrivateBank to waive certain covenant violations at December 31, 2011 and
reset certain covenants in the agreement. The Company was in compliance with
all applicable covenants under the credit facility, as amended, as of March
31, 2012.
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Loans under the credit facility are secured by a security interest in
substantially all of the assets of the Company and its domestic subsidiaries
including a pledge of the stock of its domestic subsidiaries. Loans under the
credit facility bear interest at varying rates based on the Companys
leverage ratio of funded debt / EBITDA, at the option of the Company, at:
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the London
InterBank Offered Rate (LIBOR) plus 3.00% - 4.00%, or
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§
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the base rate, which is the higher of (a) the rate publicly announced
from time to time by the lender as its prime rate and (b) the Federal Funds
Rate plus 0.5%, plus 0.25% - 1.25% depending on the Companys leverage ratio.
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21
Table of Contents
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Weighted average interest on the domestic asset-based revolving
credit facility was 4.75% for the three months ended March 31, 2012 and 3.93%
for the year ended December 31, 2011. The outstanding balance of the
revolving credit facility was $4,618 and $5,369 at March 31, 2012 and
December 31, 2011, respectively. The total remaining availability on the
domestic revolving credit facility was approximately $2,499 and $1,935 at
March 31, 2012 and December 31, 2011, respectively. The credit facility
expires on August 13, 2014 and all outstanding borrowings will become due and
payable.
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The outstanding principal balance of the term loan, as amended, is
payable in quarterly installments of $250, commencing with the calendar
quarter ended September 30, 2011. Any remaining principal and accrued
interest is payable on August 13, 2014. IntriCon is 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. The outstanding principal balance of the term loan
was $3,250 and $3,500 at March 31, 2012 and December 31, 2011, respectively.
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Foreign Credit Facility
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In addition to its domestic credit facilities, the Companys
wholly-owned subsidiary, IntriCon, PTE LTD., entered into an international
senior secured credit agreement with Oversea-Chinese Banking Corporation Ltd.
that provides for a $1,977 line of credit. The international credit agreement
was modified in August 2010 and again in August 2011 to allow for an
additional total of $736 in borrowing under the existing base to fund the
Singapore facility relocation, Batam facility construction and various other
capital needs. Borrowings bear interest at a rate of .75% to 2.5% over the
lenders prevailing prime lending rate. Weighted average interest on the
international credit facilities was 3.95% for the three months ended March 31,
2012 and 4.28% for the year ended December 31, 2011. The outstanding balance
was $2,162 and $1,881 at March 31, 2012 and December 31, 2011, respectively.
The total remaining availability on the international senior secured credit
agreement was approximately $551 and $832 at March 31, 2012 and December 31,
2011, respectively.
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Datrix Promissory Note
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A portion of the purchase price of the Datrix acquisition was paid by
the issuance of a promissory note to the seller in the amount of $1,050
bearing annual interest at 6%. The remaining principal amount of the
promissory note is payable in one installment of $350 plus interest on August
13, 2012. The note bears annual interest at 6% and is payable with each
installment of principal as set forth above. The Company made the first two
installment payments, including interest, of $413 and $395 on August 13, 2010
and August 13, 2011, respectively.
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We believe that funds expected to be generated from operations, the
available borrowing capacity through our revolving credit loan facilities and
the control of capital spending will be sufficient to meet our anticipated
cash requirements for operating needs and for repayment of maturing debt for
at least the next 12 months. If, however, we do not generate sufficient cash
from operations, or if we incur additional unanticipated liabilities, we may
be required to seek additional financing or sell equity or debt on terms
which may not be as favorable as we could have otherwise obtained. No
assurance can be given that any refinancing, additional borrowing or sale of
equity or debt will be possible when needed or that we will be able to
negotiate acceptable terms. In addition, our access to capital is affected by
prevailing conditions in the financial and equity capital markets, as well as
our own financial condition. Furthermore, if we fail to meet our financial
and other covenants under our loan agreements, absent waiver, we will be in
default of the loan agreements and our lenders could take action that would adversely
affect our business. There can be no assurance that our lenders will provide
a waiver of any default in our loan covenants. While management believes that
we will be able to meet our liquidity needs for at least the next 12 months,
no assurance can be given that we will be able to do so.
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Critical Accounting Policies
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The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expense during the
reporting period.
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Certain accounting estimates and assumptions are particularly
sensitive because their significance to the consolidated condensed financial
statements and the possibility that future events affecting them may differ
markedly. The accounting policies of the Company with significant estimates
and assumptions include the Companys revenue recognition, accounts
receivable reserves, inventory valuation, goodwill, long-lived
assets, deferred taxes policies and employee benefit obligations. With the
exception of the revenue recognition policy below, these and other
significant accounting policies are described in and incorporated by
reference from Managements Discussion and Analysis of Financial Condition
and Results of Operations, and Note 1 to the financial statements contained
in the Companys Annual Report on Form 10-K for the year ended December 31,
2011.
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22
Table of Contents
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Revenue Recognition
The Company recognizes revenue when the customer takes ownership, primarily
upon product shipment, and assumes risk of loss, collection of the relevant
receivable is probable, persuasive evidence of an arrangement exists and the
sales price is fixed or determinable.
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Customers have 30 days to notify the Company if the product is
damaged or defective. Beyond that, there are no significant obligations that
remain after shipment other than warranty obligations. Contracts with
customers do not include product return rights, however, the Company may
elect in certain circumstances to accept returns of products. The Company
records revenue for product sales net of returns. Sales and use tax are
reported on a net basis. The Company defers recognition of revenue on
discounts to customers if discounts are considered significant.
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In general, the Company warrants its products to be free from defects
in material and workmanship and will fully conform to and perform to
specifications for a period of one year. While the Companys warranty costs
have historically been within its expectations, the Company cannot guarantee
that it will continue to experience the same warranty return rates or repair
costs that it has experienced in the past.
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23
Table of Contents
I
TEM 3.
Quantitative and Qualitative Disclosures
About Market Risk
For information regarding the Companys exposure to certain market
risks, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk,
in the Companys Annual Report on Form 10-K for the year ended December 31,
2011. There have been no material changes in the Companys market risk
exposures which have occurred since December 31, 2011.
I
TEM 4.
Controls and Procedures
The Companys management, with the participation of its chief executive
officer and chief financial officer, conducted an evaluation of the
effectiveness of the Companys disclosure controls and procedures, as defined
in Exchange Act Rule 13a-15(e), as of March 31, 2012 (the Disclosure Controls
Evaluation). Based on the Disclosure Controls Evaluation, the Companys chief
executive officer and chief financial officer concluded that the Companys
disclosure controls and procedures were effective to provide a reasonable level
of assurance that: (i) information required to be disclosed by the Company in
the reports the Company files or submits under the Securities Exchange Act of
1934, as amended (Exchange Act) is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commissions
rules and forms and (ii) information required to be disclosed in the reports
the Company files or submits under Exchange Act is accumulated and communicated
to management, including the principal executive officer and principal
financial officer, to allow timely decisions regarding required disclosure, all
in accordance with Exchange Act Rule 13a-15(e).
There were no changes in the Companys internal control over financial
reporting, as defined in Exchange Act Rule 13a-15(f), during the quarter ended
March 31, 2012, that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.
A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within the Company have
been detected. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.
24
Table of Contents
PA
RT II - OTHER INFORMATION
IT
EM 1.
Legal Proceedings
The information contained in note 10 to the Consolidated Condensed
Financial Statements in Part I of this quarterly report is incorporated by
reference herein.
IT
EM 1A.
Risk Factors
In addition to the other information set forth in this report, you
should carefully consider the factors discussed in Part I, Item 1A. Risk
Factors in our Annual Report on Form 10-K for the year ended December 31,
2011, which could materially affect the Companys business, financial condition
or future results. The risk factors in the Companys Annual Report on Form 10-K
have not materially changed. The risks described in our Annual Report on Form
10-K are not the only risks facing the Company. Additional risks and uncertainties
not currently known to us or that we currently deem to be immaterial also may
materially adversely affect our business, financial condition and/or operating
results.
IT
EM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
None.
IT
EM 3.
Defaults upon Senior Securities
None.
IT
EM 4.
Mine Safety Disclosures.
Not applicable.
IT
EM 5.
Other Information
None.
25
Table of Contents
IT
EM 6. Exhibits
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(a)
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Exhibits
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|
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10.1
|
Third
Amendment to Loan and Security Agreement and Waiver dated as of March 1, 2012
to Loan and Security Agreement dated as of August 13, 2009 by and among
IntriCon Corporation, IntriCon, Inc., IntriCon Tibbetts Corporation, IntriCon
Datrix Corporation and The PrivateBank and Trust Company (incorporated by
reference from the Companys annual report on Form 10-K for the year ended
December 31, 2011).
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|
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10.2
|
Annual
Incentive Plan for Executives and Key Employees (management contract,
compensatory plan or arrangement).
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31.1
|
Certification
of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
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31.2
|
Certification
of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
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32.1
|
Certification
of principal executive officer pursuant to U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
|
Certification
of principal financial officer to U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
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101
|
The
following materials from IntriCon Corporations Quarterly Report on Form 10-Q
for the quarter ended March 31, 2012, formatted in XBRL (eXtensible Business
Reporting Language): (i) Consolidated Condensed Balance Sheets as of March
31, 2012 (Unaudited) and December 31, 2011; (ii) Consolidated Condensed
Statements of Operations (Unaudited) for the Three Months Ended March 31,
2012 and 2011; (iii) Consolidated Condensed Statements of Cash Flows
(Unaudited) for the Three Months Ended March 31, 2012 and 2011; (iv)
Consolidated Condensed Statements of Comprehensive Income (Loss)
(Unaudited) for the Three Months Ended March 31, 2012 and 2011; and (v) Notes
to Consolidated Condensed Financial Statements (Unaudited)*
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|
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*Pursuant to
Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto
are deemed not filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are
deemed not filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, and otherwise are not subject to liability under those
sections.
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26
Table of Contents
SI
GNATURES
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.
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INTRICON CORPORATION
(Registrant)
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Date: May 7,
2012
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By:
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/s/ Mark S.
Gorder
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Mark S.
Gorder
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President
and Chief Executive Officer
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(principal
executive officer)
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Date: May 7,
2012
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By:
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/s/ Scott Longval
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Scott
Longval
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Chief
Financial Officer and Treasurer
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(principal
financial officer)
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27
Table of Contents
EXH
IBIT INDEX
|
|
10.1
|
Third
Amendment to Loan and Security Agreement and Waiver dated as of March 1, 2012
to Loan and Security Agreement dated as of August 13, 2009 by and among
IntriCon Corporation, IntriCon, Inc., IntriCon Tibbetts Corporation, IntriCon
Datrix Corporation and The PrivateBank and Trust Company (incorporated by
reference from the Companys annual report on Form 10-K for the year ended
December 31, 2011).
|
|
|
10.2
|
Annual
Incentive Plan for Executives and Key Employees (management contract,
compensatory plan or arrangement).
|
|
|
31.1
|
Certification
of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
|
31.2
|
Certification
of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
|
32.1
|
Certification
of principal executive officer pursuant to U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.2
|
Certification
of principal financial officer to U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101
|
The
following materials from IntriCon Corporations Quarterly Report on Form 10-Q
for the quarter ended March 31, 2012, formatted in XBRL (eXtensible Business
Reporting Language): (i) Consolidated Condensed Balance Sheets as of March
31, 2012 (Unaudited) and December 31, 2011; (ii) Consolidated Condensed
Statements of Operations (Unaudited) for the Three Months Ended March 31,
2012 and 2011; (iii) Consolidated Condensed Statements of Cash Flows
(Unaudited) for the Three Months Ended March 31, 2012 and 2011; (iv)
Consolidated Condensed Statements of Comprehensive Income (Loss) (Unaudited)for
the Three Months Ended March 31, 2012 and 2011; and (v) Notes to Consolidated
Condensed Financial Statements (Unaudited)*
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|
|
|
|
*Pursuant to
Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto
are deemed not filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are
deemed not filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, and otherwise are not subject to liability under those
sections.
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28
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